Ben 10: Omniscentience
by It's Raining Justice
Summary: What started out as the worst summer ever turned into a strange adventure when a pod shows up carrying a weird girl and an even weirder watch. Now with the Omnitrix stuck to Ben's wrist and being hunted by Vilgax and his lethal 'children', this was definitely going to be an interesting summer. (Adopted from Red Reef)
1. And Then There Were Two

**For those of you who are reading this, you probably already know that this story was adopted from Red Reef, an amazing writer who missed an opportunity with this story, but I can understand that she wasn't as properly motivated when she has her other stories. Thanks to her generosity, I will finish what she started.**

 **For the first twelve chapters, Red gave me a copy of the story so far, so it's basically going to follow the same thing as the original, but with a few changes I thought about making (grammar correction for starters). But the thirteenth chapter will be where I take over. I'll post all the chapters every few days so that it doesn't overwhelm everyone and gives people a chance to catch up. It'll probably be caught up to where she left off within 2-3 weeks.**

 **So with that being said, let's get started.**

* * *

 **Episode 1: And Then There Were Two**

The vastness of space – an endless ocean of nothingness filled in with only small dots of rock and gas. With the sheer scale of the universe (and everything that existed beyond it), most sentient beings that existed in this tiny solar system could not be bothered to go out looking for intelligent life….So instead, they decided to come to us.

The rings of Saturn were alight with explosions as a sleek black-and-green space ship swerved skillfully through the asteroid field, firing back at the massive cruiser that was plowing through the rocks behind it. The ship was many times larger than the one it perused, its appearance closer to the shape of a laser rifle with red electric beams running between it two pincers and the glowing red orbs that dotted its surface. The larger ship shot a single beam of red energy at the underside of its target, seemingly able to slow it down before it was flying alongside the transport and fired their turrets at its side. The smaller ship endured the damage and swerved away from its pursuer, returning laser fire at the neck of the ship.

Within the command center of the ship, humanoid drones in armor of red and black with multiple diodes were buzzing between the multiple computer systems with extreme haste.

"Hull damage at twenty percent," a Drone reported in a mechanized voice, speaking to the bridge commander. "Weapon systems are still operational. What is your command, Lady Cetanu?"

The bridge commander towered over the meager drones; their reptile-like skin a murky shade of mottled yellow with long, hair-like appendages on its head similar to dreadlocks and prominent mammary glands that make them distinctly female. They wore very little in terms of clothing; most of her wardrobe consisted entirely of wire mesh that pressed tightly against her reptilian skin, but she also wore thick pieces of unknown armor that concealed her breasts and loins, a pair of wrist gauntlets (one of which held a miniature computer), and belt made from the skull of different creatures for which she used to store her items in the eye sockets. Her face was unknown to everyone because of the heavy metal mask she wore, but when she turned to the Drone and addressed him, her voice came strong and clear.

"We have come too far to be defeated now," said Cetanu; every word she spoke was with a soft hiss. "The Omnitrix is nearly in our possession. Retrieve it quickly, or your master Vilgax will be very…displeased. And you would not want him to be displeased, would you?"

The Drones immediately redoubled their efforts, their fingers flying across the keyboard with a renewed sense of urgency. As the minions went to work trying to chase down the starship that was leaving the asteroid belt, Cetanu turned on her clawed foot and walked to the back toward the command chair that oversaw the entire bridge. Sitting upon his seat as if it were a throne was a humanoid that was even taller than the already impressively-sized Cetanu with murky-green skin and a head that closely resembled those of Earth's octopuses. The mighty and imposing Vilgax turned his burning-red eyes down upon the bridge commander that kneeled respectfully in his presence.

"Father, we are close to retrieving the Omnitrix, but the transport continues to elude us," Cetanu reported. "It is only a matter of time before we strike a fatal blow, but the hunt has been…frustrating to say the least. The Omnitrix should never have been able to reach this system. If it wasn't for Skaath's ignorance and Zs'Skayr's disappearance – "

"Your brothers will be punished for their blunders, rest assured, daughter," Vilgax interjected. "For now, focus on retrieving the Omnitrix. Once it is ours, there will not be a force in the universe that will be able to stand in our way."

* * *

The only force in the universe that could stand in the way of the all-powerful Vilgax and his children…was a bored ten year-old boy who saw fit to spend more time making paper airplanes than to pay attention in history class.

Ben Tennyson (who occasionally liked to call himself Ben Ten because it was 'a sweet nickname') was many things including lazy, selfish, and had the attention span of a squirrel – but at least he could make awesome paper planes; that had to count for something right? Ben folded the last crease on his latest 'masterpiece', checked around to see that nobody was watching him, and then let it fly across the classroom. The paper aircraft landed its target in the back of his teacher's head. Said teacher glared over her shoulder and Ben 'masterfully' concealed himself behind his textbook, even though it was common knowledge that Ben rarely read anything that didn't have colorful pictures of heroes in spandex.

Twenty more unbearable minutes of learning about boring dead guys before the clock slowly ticked away to the last seconds until summer vacation started. You know that feeling you get when you want time to move faster and it always seems to be extra slow? For Ben, it felt like time was actually starting to move backwards just to keep him in school for as long as possible. Only one minute left…

"Come on, come on," Ben groaned.

" – and I just want to remind you all that I will be teaching summer school this year and it's not too late to sign up," the teacher announced.

"Yeah, right," Ben scoffed under his breath. And then, finally, the single greatest sound in the history of school: the final bell signaling the end of the day. "Yes! Outta Here!"

"Everyone, have a good vacation," said the teacher pleasantly as her students filed out of class. That is, until Ben was about to take his last steps towards freedom. "Benjamin!"

Ben stopped in his tracks and turned back to his teacher, grimacing as she held up his paper plane with a look of disapproval.

"Could I have a word with you before you go?" said the teacher, leaving no room for argument.

Ben groaned in annoyance and walked back. Will his suffering never end?

* * *

Meanwhile, just outside on the school grounds, the typical playground bullies – Cash and his henchman J.T. – had cornered yet another one of their unfortunate victims. It was common to see these two picking on weaker kids to steal their money or just bully them out of some twisted sense of amusement. And the worst part was that no one ever did a thing to stop them, either because they were too scared of Cash, or because they just didn't want to deal with the problems.

"Normally, we'd take your money and beat you up," said Cash with wicked glee at the thought. "But since it's the last day of school, we're gonna give you a break." He leaned over his helpless victim, holding his hand out expectantly. "Now fork over the cash so we can get out of here!"

"Leave him alone!" demanded Ben, appearing on the scene in a dramatic pose.

"Get lost, Tennyson," said J.T. irritably.

"I said, leave him alone," Ben repeated.

"Oh, looks like we've got ourselves a hero," said Cash tauntingly. He and his lackey marched over to Ben, looking down on him. "Suppose we don't wanna leave him alone."

"What're ya gonna do about it, Tennyson?" J.T. asked mockingly.

Then three boys faced off in a classic stare down before Ben decided to get physical and rushed the bullies….

Two minutes later, he and the bully victim were both hanging from the tree next to the road by their underwear. Both boys had visibly annoyed expressions; Ben because he got beat up so easily, and the victim because Ben had gotten him into trouble when he didn't need it.

"Thanks a lot," said the bully victim, glaring.

"I was just trying to help," said Ben sullenly.

"Next time you wanna play hero, make sure you can back it up," said the bully victim, crossing his arms and huffing.

Ben bowed his head and groaned to himself. He hated feeling so helpless, especially when all he did was try to do the right thing. His grandpa always told him that when you did the right thing, good things would happen – something about karma or whatever. But whenever Ben tried to help anyone, it usually backfired and he ended up in worse trouble than before. This embarrassing moment was only the latest in a long line of good deeds gone wrong. Sometimes – just sometimes – Ben wondered if maybe he should just stop trying to be the hero.

That's when the most beat up recreational vehicle in the history of the world pulled up in front of the school. The vehicle was so old that the paint had thinned out years ago, there were a bunch of grease marks and dents that would never come out, and the tacky fuzzy dice hanging in the windows – seriously, who has fuzzy dice in this day and age? But Ben knew this RV well enough to affectionately call it the Rust Bucket and knew the man with the Hawaiian shirt sitting behind the wheel.

"Come on, Ben, we're burning daylight!" called dear old Grandpa Max. "I wanna make it to the campsite by nightfall!"

"Uh…Grandpa, a little help here!" shouted Ben, pondering how his grandfather could not see the precarious situation he was in.

A couple minutes later after Grandpa Max pulled him down and his underwear was safely tucked back in his pants, Ben stepped into the Rust Bucket bursting with excitement.

"I've so been looking forward to this," said Ben excitedly. His excitement quickly died off the moment he saw the red-headed demon spawn that was his cousin sitting near the window with a annoyed expression that mirrored his own. "Gwen? What are – What are you doing here? What is she doing here?" He turned to his grandfather in horror.

"Take it easy, dweeb," said Gwen, leering at him. "This wasn't my idea. Somebody convinced my mom that going camping for the summer would be a good experience for me."

"Grandpa, please," Ben whined. "Tell me you didn't do this."

"I thought it would be fun if your cousin came along with us this summer," said Max kindly before furrowing his brow at them. "Is that a problem?"

Neither one of them said anything, mostly because they didn't want to upset or disappoint their grandfather. Whatever animosity existed between them, they both shared a mutual love for Grandpa Max and begrudgingly made a silent pact not to argue for his sake….Which lasted all of about twenty minutes when they were already on the road past the town limits and heading up state towards Yosemite Park, which Grandpa Max had told them would be the first stop on their summer adventure. Ben and Gwen sat across from each other, trying to look anywhere except for their annoying cousin.

"I can't believe it," Ben complained. "I wait all school year to go on this trip and now the Queen of Cooties is along for the ride."

"Hey, I already had my whole vacation planned out too, you know!" Gwen argued back, pulling out a colorful sheet of paper from underneath the table (where it came from, nobody knows). "Each activity is color-coded so I never did the same thing two days in a row." Ben jaw literally dropped at the absurdity of planning out an entire summer on paper. "Now I'm stuck going camping with my geekoid cousin for three months."

"Geek," hissed Ben.

"Jerk," retorted Gwen.

"Nerd."

"Loser."

"Dweeb."

"Freak."

"Something tells me this is gonna be a loooong summer," said Max, suddenly starting to regret this entire trip.

After hours of being cramped together in the Rust Bucket with the Wonder Cousins glaring at each other the entire time, the Tennysons finally reached their destination in Yosemite Park by the time night had fallen. Grandpa Max parked their RV near the campsite and told Ben and Gwen to wait at the picnic table while he scrounged up dinner for them. The two cousins just sat their…silently judging each other….Thank goddess it didn't take long for Grandpa Max to come back outside with a bowl of…something.

"Chow time!" said Max is a good mood.

He set the bowl between Ben and Gwen, both of whom stood up and stared into the bowl…and the slimy, wormy white things that were crawling inside it. Suddenly, neither cousin felt very hungry.

"Okay, I give up," said Ben, feeling a little squeamish. "What is that?"

"Marinated meal worms," said Max. "Hard to find them fresh in the States. You know, they're considered a delicacy in some countries."

"And totally gross in others," said Gwen, grimacing as one of the white things fell out of the bowl and started crawling along the table.

"If these don't sound good, I've got some smoked sheep's tongue in the fridge," said Max.

"Ugh," groaned Ben. "Couldn't we just have a burger or something?"

"Nonsense," said Max. "This summer's going to be an adventure for your taste buds. I'll grab the tongue."

As Max walked back into the Rust Bucket, Ben sidled over to Gwen and whispered:

"Okay, I've got a half-eaten bag of corn chips and a candy bar in my backpack. What do you got?"

"Some rice cakes and hard candy," answered Gwen desperately.

"Think we can make them last the whole summer?" asked Ben despairingly.

The Tennyson cousins stared down at the meal worms with a renewed sense of dread. This was gonna be the worst summer ever….

* * *

Meanwhile, the battle out in space continued to rage as the transporter ship passed by the red planet of Mars and flew towards the blue planet of Earth. But not too far behind was Vilgax's flagship, the Chimerian Hammer, dangerously close behind it. The massive warship fired relentlessly onto the smaller transporter until one shot successfully hit its tail, effectively stopping the ship in its place.

"Their propulsion systems have been destroyed," reported one of the Drones.

"Prepare to Board!" commanded Cetanu. "Retrieve the Omnitrix for my father at once!"

"Yes," Vilgax hissed in delight. "After so long, the most powerful weapon in the universe will finally be within my grasp."

But before the Cthulhian conqueror could celebrate his conquest, the ship's alarms suddenly blared and the command center was washed in a flare of flashing red lights. Vilgax jumped out of his seat and Cetanu flinched in momentary panic. The masked daughter of Vilgax turned to address the Drones, who were running around the bridge in a flurry.

"What is happening?" shouted Cetanu.

"The ship's shields have been disabled!" one of the Drones announced worriedly. "The bridge is completely exposed!"

"What?" roared Vilgax. "How is this possible?"

While the crew of the Chimerian Hammer was practically losing their heads trying to fix the situation, the transport ship took notice of their lowered defenses and took one last desperate shot at the larger ship. The green bolt of energy successfully smashed through the warship's walls and hit the bridge with a mighty explosion that consumed Vilgax and nearly half the Drones working inside the command center. Cetanu, with her natural Yautja reflexes, managed to avoid getting caught in the blast without serious injury, but fell against one of the control panels. That particular control panel, Cetanu noticed, just happened to be the weapon systems, which was surprisingly undamaged from the blast. Cetanu raised her fist and slammed it down on the firing mechanism.

The Chimerian Hammer charged its central cannon and fired a single shot on transporter, successfully blasting the spaceship to pieces so that only the front remained. As the smoldering remains of the transporter careened towards the Earth, a silvery capsule was catapulted from the side of the ship, it's presence masked by the debris, and hurtled toward the surface of the planet below.

* * *

As the war raged on in the skies starry skies above their heads, the Tennyson cousins were still on edge as usual. In an added effort to not to talk to one another, both of them occupied themselves with activities that would prevent them from interacting. Ben put all his attention into beating the newest level of his Sumo Slammer's game and Gwen was typing her latest diary entry in her laptop. That's when Grandpa Max walked out carrying a bag full of marshmallows – he wanted to give them something since they rejected the meal worms he so gracious offered.

"Who wants to roast marshmallows?" asked Max. Despite his offer, both cousins refused to even turn around, much to Max's charging. "Okay…um…how about we tell scary stories?"

"Scarier than having to spend a summer with your freak of a cousin?" said Ben tauntingly.

Gwen glared over shoulder and said, "I'd like to, grandpa, but I'm busy looking up cures for extreme doofusness. Nothing yet, Ben, but let's not give up hope."

"Aw, come on, you two," said Max. "We're all in this together. Either you can mope around like this all summer or we can have some fun. Now what do you say?"

"I vote for moping," Gwen answered automatically.

"I'm gonna go take a walk," said Ben, standing up and stowing his game.

"Great idea, Ben," said Max cheerfully. "Gwen, why don't you go with him? You both could use the fresh air."

"But Grandpa!" Gwen whined.

"No way!" Ben complained.

"That's enough, you two," said Max, finally having enough with their attitudes and putting his foot down. "Now you two are gonna be spending the summer together, so you might as well learn to get along. If you two can't learn to be nice, then we'll just go back and cancel the whole trip."

Ben and Gwen looked at one another and internally groaned. Ben had waited all summer to go on a trip with his grandpa and he didn't want it to end on their first night – plus, if he went back to Bellwood, his parents would no doubt send him to summer school. Gwen, personally, had no objects with going back home; she could complete her summer schedule like she planned. But, of course, she loved her grandpa and she hated to think she might disappoint him, especially since they don't get to spend as much time as they would like to. So with a reluctant sigh, Gwen closed her laptop, grabbed her backpack off the picnic table ("You have to always be prepared for emergencies," said Gwen), and started walking along with her doofus cousin.

"Have fun, kids," Max waved them off. "I think those two are starting to grow on each other."

But what Grandpa Max didn't know was that the moment they were out of sight and hearing range, the Tennyson cousin immediately broke into another bout of complaints.

"Oh man, this is the worst vacation ever!" groaned Ben. "I might as well have gone to summer school!"

"This is no picnic for me either, you know!" snapped Gwen, glaring at her shorter cousin. "I could be hanging out with my friends at my karate club, but noooo, I gotta spend the whole summer with my dweeb of a cousin."

"Yeah right, like you have friends," Ben mocked her.

"Remind me who was the one hanging by his underwear this morning," said Gwen, immediately shutting him up. "Oh, that's right, it was you, wasn't it?

Ben grumbled, unable to come up with a witty comeback, when both Tennyson cousins heard a sharp whistling from the sky. Both of them looked up and saw a streak of fire shooting through the stars.

"Whoa, a shooting star!" said Ben excitedly.

"Isn't it a little close to be a shooting star?" asked Gwen curiously. It was right at that moment when the 'shooting star' suddenly turned at a sharp ninety degree angle. "Did that shooting star just turn…and is it coming STRAIGHT TOWARD US?!"

"RUN!" screamed Ben.

Without even thinking about what he was doing, Ben grabbed his cousin's wrist and started pulling her in the direction opposite of the incoming meteor. Despite what he may say, he did care about Gwen enough to not want to see her get squished by a freaky shooting star. But no matter how fast they ran, the shooting star was much faster and crashed into the ground behind them, sending both flying into the dirt side-by-side. Thankfully, neither one of them was seriously hurt when they landed, only coming away from the crash with a few scratches.

"Gwen, are you okay?" asked Ben worriedly.

"I'm fine," said Gwen, panting heavily; she thought she saw her life flash before her eyes. "What was that thing?"

The Tennyson cousins stood up and walked to the edge of the crater that had cut a crude path through the forest, cutting down a lot of trees in its way. Both of them looked down over the edge as the heat of the objects surface finally started to cool down from orbital entry, revealing its polished silver surface. The capsule was large – big enough to fit one of them comfortably inside.

"Whoa, what the heck is that?" asked Ben in awe.

"It looks like a satellite or something," said Gwen.

As Ben leaned forward for a better look, the ground beneath their feet suddenly gave way and sent the both of them tumbling into the crater. While Ben fell flat on his face, Gwen rolled a little closer to space pod and accidentally slapped her hand on the extraterrestrial object. The moment her skin came into contact with the pod, a series of green circuits drew themselves on the surface and traced the pattern of Gwen's hand. When the red-headed girl realized what was happening, she took her hand off and scooted back with Ben just as the green hand print faded. A moment later, the space pod clicked open with a soft hiss and steam billowed out. Ben and Gwen looked at each other nervously, possibly wondering if they should leave well enough alone, but natural curiosity drew them closer. Ben and Gwen walked around the edges of the capsule and leaned inside where they found….

"A girl?" said Ben surprisingly.

Yes, that's right, a girl. As strange as it may seem, there was a human girl sleeping in the capsule using her hands as a pillow, naked as the day she was born. She looked to be around their age and there was something familiar about her face that Ben couldn't put his finger on, but she had a head of long hair that was mixture of greens and blacks that was thankfully long enough to conceal her intimate parts. Ben leaned in closer to the girl when Gwen suddenly slapped him across the face without warning.

"Ow, what was that for?" yelped Ben.

"Stop look at her, you big perv!" Gwen shouted indignantly. She took off her backpack and started ruffling around it until she pulled out a large green blanket. "Honestly, you boys are all the same! You're disgusting little creeps, all of you!"

"Like I would wanna see some dumb naked girl!" said Ben, crossing his arms and huffing. "I don't wanna catch any cooties from you freaks."

Gwen rolled her eyes, tempted to explain that cooties didn't exist, but if it meant keeping him away from this girl – despite her strange appearance – then maybe it was best if she said nothing.

While his cousin covered the strange girl from outer space and awkward dragged her out of the pod, Ben saw something that had been hidden underneath the girl's hair. It looked like a big black and gray wristwatch with a strange dial that didn't tell time, but had a green hourglass symbol on the face.

"Whoa, cool watch," said Ben gleefully as he reached for it.

"Ben, don't!" Gwen warned.

But her warning came too late as Ben's hand slipped inside the pod. The supposed watch suddenly jumped to life, splitting down the middle like it was made of clay, jumped up to Ben's wrist, and clamped itself shut. Ben jumped back in terror, shaking his arm like it would somehow cause the watch to slip off.

"WHA! GET OFF ME! GET OFF! GET OFF!" Ben screamed.

"Ben, calm down, you might be making it worse!" yelled Gwen, though she was equally terrified.

Ben paid no heed to his cousin and tried to pry the watch off with his other hand, but the strange device wouldn't be moved; it was like the thing was sown directly into his skin. Ben didn't know what else to do. He climbed out of the crater and started making a dash for the forest, shouting: "GRANDPA!"

"Hey, don't leave me here, doofus!" shouted Gwen.

The red-headed girl chased after her cousin, completely forgetting the strange green-haired girl she left lying on the ground.

When Gwen found her dweeby cousin, she saw him trying to pry the space watch from his arm using a stick for a lever. There were so many ways that Gwen could explain why that wouldn't work, but he found out the hard way when the stick snapped in two and the broken piece smacked him between the eyes.

"Ow!" Ben yelped. He glared at the stick like it offended him and threw it on the ground. "Aw man, this day just can't get any worse."

"There has to be something we can do," said Gwen, trying to be supportive. "Maybe we can go ask grandpa if there's a way to get it off."

"Yeah, because a retired plumber knows everything about weird watches from outer space," said Ben sarcastically. He let out a heavy sigh and started touching the face plate, thinking there might be some mechanism that would get it off. When he tapped the two buttons on the side, the dial suddenly pop0ped up. "Whoa! Check it out!"

Gwen leaned in closer as the hourglass symbol crossed edges, transforming into a diamond shape. A silhouette appeared afterwards with the shape of some strange creature that looked like it was on fire.

"Cool!" Ben said excitedly.

"Ben, I really don't think you should – "

But as usual, Ben would never listen to his cousin and pressed down on the faceplate. Suddenly, Gwen was blinded by a flash of green light and felt hotter all of a sudden. When her vision started to clear, Gwen looked up and her mouth fell open in shock.

Instead of her doofus cousin, the red-headed girl looked up into the face of a tall and imposing, human-shaped monster that looked like it was made from living magma. The visible innards were made from yellow lava while the surface was covered by red rocks, its hands were much bulker compared to the rest of its body, and the creature's head looked like it had grown hair made of fire. The one thing that stood out above everything else was the watch symbol stamped in the center of its chest.

Gwen and the magma monster stared at one another for a quick second before they both erupted into panicked screams.

"AHH! I'm on fire!" The magma monster screamed, which immediately made it seem less intimidating in Gwen opinion, especially when it started running around in circles. "I'm on fire! I'm on fire!" The magma monster started running around some more until it realized the obvious: "Hey…I'm on fire…and I'm okay. Hey, Gwen, check it out. I'm totally hot, right?"

"Ben, is that you?" asked Gwen after finally finding her voice. "What happened to you?"

"I dunno," said Ben honestly. "That weird watch thing must have turned me into this…whatever it is. You know, it's kinda cool. I wonder what I could do with this."

"Ben, don't go messing around with that thing," Gwen warned.

If you haven't figured it out by now, Ben has a natural talent for ignoring his cousin's reasonable warnings for his own personal amusement. He looked over his shoulder towards a dead tree.

"Oh yeah, here it goes!" said Ben. With a flick of his wrist, the magma monster flung a small fireball at the tree and completely destroyed one of the branches. "That's what I'm talking about."

"Ben, seriously, you need to stop before someone gets hurt!" yelled Gwen; now she was starting to get worried.

"Relax, nerd, no one's gonna get hurt," said Ben assuring. He then cupped his hands together and produced a much large fireball. "Hey, check this out!"

Without a hint of warning, Ben shot the fireball through a series of tree like they were made of paper. He started to feel very proud of himself…until he realized that his little fireball exploded and spread to the other trees faster than expected. In no time at all, Ben and Gwen were now facing off against a massive forest fire that was jumping from tree to tree every second. Ben yelped and flailed his arms in panic.

"No, wait, stop!" Ben shouted at the fire, as if expecting it to obey him.

"Ben, what did you do?" gasped Gwen.

"I'm sorry, I'm sorry!" Ben yelped as he attempted to stomp out the smaller flames on the ground. His new form only seemed to make the flames stronger. "Oh man, I'm gonna get so busted for this."

"You're worried about getting grounded?" yelled Gwen, shaking her fist at him and making Ben flinch. "We're gonna get burned alive because of you, doofus!"

"I know, I know!" said Ben, his hands flying to his head in panic. "This would be so cool, if it weren't so…not cool."

The fire was starting to spread further and consuming everything within seconds, and Ben futility attempting to stomp out the flames weren't helping anything. Gwen considered searching through her bag, hoping maybe she could use another blanket to snuff out the fires, but then she realized that she had left her backpack near the space pod with the green-haired girl. The flames started to pull inward and naturally formed a wall of fire that pinned Ben and Gwen against one of the large oak trees. Sparks flew out and hit Gwen's shoes, nearly lighting them on fire until she kicked them out on the ground. The red-headed girl felt like crying; she never imagined this was how she was gonna go out.

"Ben, if we don't make it, I just wanna say I'm sorry for calling you a doofus," said Gwen, fearing starting to well up in her voice.

"Hey, don't talk like that," said Ben firmly. "We're gonna get out of this, I promise."

"How?" Gwen asked as her tear ducts started to swell. "Everything you touch gets set on fire. There's no way we'll be able to put it out."

"Don't try to fight the fire," a young, feminine voice called out. "You need to draw it inside yourself."

Ben and Gwen peered over the wall of flames in surprise. The strange, green-haired girl from the space capsule was carefully walking around the forest fire with a cool and composed expression, holding the green blanket around herself so that it didn't fall off.

"You!" shouted Gwen. "You're that girl from the meteor!"

"What're you talking about?" asked Ben. "What do you mean 'draw it inside'?"

"That form you have taken is a Pyronite – a humanoid magma-based species from the star Pyros ," the green-haired girl explained in monotone. "They have the ability to create and control fire, but they are also heat convective so they can absorb heat. If you can absorb the heat from your surroundings, it should put out the fires."

"How do I do that," asked Ben.

"It's like taking a deep breath, only with your whole body," said the green-haired girl. "Just imagine yourself sucking everything into your body and let your newly acquired instincts handle the rest."

There are so many reasons why he should have questions the logic behind her explanation, especially when they were dealing with a complete stranger that came from outer space. But as the flames drew closer and Gwen let out a frightened scream, Ben cast off his suspicions and took a step forward so that he was standing between his cousin and the forest fire. Pyronite Ben closed his eyes and took a deep breath….He could feel the heat of the flames surrounding him as the hot air brushed against his magma skin. Ben took another deep breath and noticed that while his body suddenly felt like it was reaching maximum levels of hot, the rest of the world around him felt like it was cooling down to a slight chill.

Slowly, Ben opened his eyes again. The raging wild fire that he started was suddenly gone as if it never existed, leaving behind only a few ashen trees and some burned up pieces of firewood. The green-haired girl was standing between the dead trees with a disinterested look while Gwen stared up at him in awe. Ben looked down at his massive glowing hands and realized…he had just saved someone – he had saved his cousin – and it felt…really satisfying. He felt like a real hero.

"Ben…are you okay?" Gwen asked with some concern in her voice.

"Yeah… I think so," said Ben.

"Gwen!" The Tennyson cousins turned back as Grandpa Max came running out of the forest. "I saw the fire from the campsite! Are you all – what in blazes?" he gaped at Pyronite Ben.

"Hey, grandpa, guess who," said Gwen, tilting her head at the molten man.

"It's me, grandpa," said Ben, waving his hand comically.

"Ben?" said Max, staring at his flaming grandson in shock. "What happened to you?"

"Well, we were walking like you told us to," Ben started explaining, "when this meteor fell out of the sky and tried to smudge us, only wasn't a meteor or a satellite, but some kind of alien pod with a weird girl inside it. She had this cool-looking watch, so I tried to grab it when it jumped onto my wrist. When I tried to get it off, I was suddenly on fire, only it didn't hurt when I was starting this mega forest fire! We thought we were done for when that weird girl said I could absorb the fire by breathing. At first, I thought she was crazy, but I did it anyway and then I put out the fire."

"It's been a really long day, grandpa," said Gwen tiredly.

"I can imagine," said Max. "So you say this watch just jumped on your wrist and you could suddenly turn into…this."

"Hey, this time it wasn't my fault, I swear" said Ben.

"I believe you, Ben," said Max, nodding grimly.

"Think he's gonna stay a monster forever?" asked Gwen, sounding genuinely worried for her cousin.

"He's not a monster," the green-haired girl suddenly announced as she approached the Tennyson's, still clinging to her blanket. "He's an alien – a Pyronite to be specific. But if you're worried that he may be trapped in this form…" She turned to Ben, gazing deeply at the symbol on his chest. " **Initiate Omnitrix Deactivation sequence – Code 10.** "

A strange beep came from the symbol and the logo flashed red before it exploded in a crimson light that caused Gwen and Grandpa Max to look away briefly. When they turned back, they saw Ben standing in his normal human form while the green hourglass symbol on his new watch shifted to red.

"Whoa, that was weird," said Ben, looking at his hands as if not believing they were real.

"Okay, that does it," said Gwen. She marched over to the green-haired girl until their faces were inches apart and her hands were on her hips; the strange girl remained as expressionless as ever. "All right, weird girl, start talking! Ever since you crashed landed from…wherever you came from, we've had to deal with freaky space watches and giant flaming monster men! You better tell us who you are and what you're doing here or else I'll show you what a purple belt in karate can do!"

"Easy there, Gwen," Max said calmly, pulling his granddaughter back slowly before addressing the girl. "What she means is, we're just real concerned and have a few questions we'd like to ask."

"Understandable," said the green-haired girl. "You asked me who I am, it is only appropriate then I should answer. I am the living manifestation of the Omntrix's intelligence – or the 'space watch', as you call it. And you – " she spoke to Ben directly "- are in possession of the most powerful and most dangerous technology in the universe."

* * *

Meanwhile, the Chimerian Hammer continued to orbit the little blue planet from a safe distance, away from any detection by the planet's feeble technology. While the Drones worked tirelessly to repair the damage done by the transporter's attack, Cetanu stood in the rejuvenation chamber with the ship's robotic doctor present. She stared up at her father, weak and mangled with most of his limbs destroyed beyond comprehension and incapable of breathing without a tube down his throat. Cetanu should be angry, but she was just grateful that the Black Hunter hadn't taken her father this day.

On the other hand, having to report that the Omnitrix was not on the transport vessel made Cetanu sorely wish the Black Hunter had come for her instead.

"What do you mean it's not there?" Vilgax hissed through his breathing tube. "This battle nearly cost me my life and you say the Omnitrix is no longer on board the transport?"

"Your forgiveness, father," said Cetanu apologetically. "We have searched everywhere, but there was no sign of it. However, I do have some good news. The sensors that survived the attack managed to trace a pod that was jettisoned from the ship just before boarding. It landed on the planet below, in a place called…Yosemite Park, California. Strange name for a place."

"Send a Drone down there to retrieve it immediately!" growled Vilgax.

"With all due respect, father," said Cetanu, "it was the Drone's incompetence that allowed you to suffer your current state. Machines cannot be trusted for a mission as important as this."

"And you have a better idea?" question Vilgax, narrowing his eyes dangerously.

"As a matter of fact…," said Cetanu cryptically.

Right at that moment, a black blade suddenly spear through the back of the medical drone and erupted from the machine's chest. The polished blade was attached to the tail of a predatory-looking beast that slowly slithered out from the shadows, snarling like a rabid animal. The Alien was seven feet tall, but mostly hunched over on its hind legs with armored black skin with a set of spines jutting from its back. It's head was curved and exaggeratedly elongated with an apparent lack of eyes and a set of sharp mandibles.

The Alien snapped its tail and threw the wrecked remains of the Drone aside, no longer satisfed with its kill. Cetanu made a sharp whistling noise and the Alien immediately crawled on all fours towards the Yautja, curling around her ankles like a domesticated house cat; the monster was practically purring at her presence.

"We shall retrieve the Omntrix ourselves," Cetanu hissed mysteriously.

* * *

 **This is probably nothing new to older readers, but I hope you enjoyed it anyway and leave a review if you can.**


	2. The Start of Something Strange

**Episode 2: The Start of Something Strange**

The Tennysons barely managed to avoid being spotted by the park ranger after Ben nearly burned down the forest with his strange alien transformation. They had just made it back to their campsite and sat quietly around the campfire. Grandpa Max watched the the green-haired girl that fell from space along with Ben's new watch carefully, though she had hardly moved since they arrived, merely staring into the fire with any empty gaze.

Not wanting to leave the currently nameless girl naked with only a blanket to cover her, Gwen took her inside the Rust Bucket and had her change into some of her spare clothes (the green-haired girl took notice that the Tennyson's had multiple pairs of the same clothes, which was very peculiar and unsanitary).

"It's a good thing we happen to be the same size," Gwen said to the green-haired girl. "You can keep those until we find something else for you to wear."

"They will do fine, but I think I would prefer fabricating my own wardrobe," said the green-haired girl, staring down at the kitty logo with some curiosity. "Of course, I will require some materials."

"I have an old sewing kit that used to belong to my wife," Max offered. "You can borrow them if you want."

"That would be greatly appreciated, Maxwell Tennyson," said the green-haired girl, though she still spoke in a monotone.

"Please, call me Max," said Max lightly. "So…I know we just met and you're probably a little disoriented after everything that's happened, but we were hoping you might answer a few questions."

"Yeah, like who are you and what's up with this freaky watch," said Ben, holding up his arm to display the alien device.

"As I said before, that is not a watch," said the green-haired girl. "That is the Omnitrix, the most powerful and dangerous piece of technology ever created. The Omnitrix allows the wearer to transform into one of many different species of aliens right down to a cellular level. As for myself, as I have already previously stated, I am the physical form of the Omnitrix's artificial intelligence. I share a direct link with the Omnitrix and exist for the purpose of teaching the wearer the proper use of the Omnitrix as well as acting as its safeguard so that those with ill intentions cannot make use of it."

"So you're like a human instruction manual," said Gwen.

"I suppose that's one way of simplifying it," said the Green-haired girl (let's call her Omnitrix for now).

"So if you came from space, why do you look human?" asked Gwen.

"I was originally a shapeless mass waiting to be imprinted with the DNA of the one who would wear the Omnitrix," Omnitrix explained. "Extensive research shows that sentient beings feel more comfortable around people similar to themselves. When you touched my capsule, it scanned your DNA, randomized the genomes, and reconfigured my appearance to match. That is we share similar facial features and body types, but I possess different hair and eyes."

"Ugh, great, now I'm stuck with two geeks this summer," groaned Ben.

"Ben…," Max said in a warning voice before turning back to Omnitrix. "So you said something built you – both of you. Do you remember who it was? What they made you for?"

"I…don't know," said Omnitrix, her brow furrowed and a hand to her head. "There are some…gaps in my memory banks. It would seem that the crash may have damaged some of my systems. I can't recall who created me or for what purpose. All I can remember is that the Omnitrix is the most dangerous weapon in the universe and that I must keep it from falling into the wrong hands."

"Too late for that," said Gwen dryly, watching her annoying cousin fiddle with the watch.

"So…why can't I…get this thing…off?" Ben grunted, struggling to remove the Omnitrix.

"That is unusual," said Omnitrix. "The Omnitrix is meant to be worn by any species, but for some reason it was bonded to your unique type of DNA. I honestly cannot explain it. Perhaps it is some sort of glitch."

"Any chance of getting it off?" asks Max.

"I know there is a code for the release mechanism, but…," said Omnitrix, grimacing as she touched her head again. "I am afraid that information is among my missing memories. I am sorry."

"It's not your fault," said Max kindly. He sat up and grabbed his flashlight. "I'll go check out the crash site and see if there might be some answers. You three stay here and Ben, don't fool around with that watch until we know exactly what we're dealing with. I'll be back in a few minutes."

* * *

But while Grandpa Max was going to investigate the crash site, Cetanu and her Xenomorph hound had already arrived on the scene. While her alien hunting dog shuffled around the perimeter, Cetanu kneeled over the capsule and peered inside. Empty. Someone had found the Omnitrix before her.

The Yautja scanned the crater and spotted a broken piece of earth and three sets of footprints – two of them had approached the pod wearing footwear and three of them left with one being barefoot. Someone else had been inside the capsule with the Omnitrix, and judging by the size, they were very small. And then she found the most important clue of all – Gwen's backpack. Cetanu grabbed it by the strap and scanned it with her mask's sensors. This had been used very recently, which means they couldn't have gotten too far.

Cetanu whistled and her Xenomorph pet was immediately at her side. The Yautja warrior held the backpack to the alien's face and the beast growled.

"Find them, my pet," hissed Cetanu. "And bring me the Omnitrix."

The Xenomorph snarled and leapt into the forest.

* * *

As per the course of Ben Tennyson, the moment his grandfather was out of sight, he immediately started fiddling with the Omnitrix, trying to see how it worked and how he could transform like he did. The human Omnitrix stared at the boy, unimpressed by his inability to work a simple device while Gwen immediately reprimanded him for trying.

"Ben, grandpa said not to mess with that thing," warned Gwen.

"Yeah, so, what's your point?" said Ben, finally figuring out his to turn the dial, but not activate it.

"Did your parents drop you when you were a baby?" asked Gwen, rolling her eyes.

"Come on, you can't say that you aren't a little bit curious about what this thing can do," said Ben. Gwen chose not to say anything because, admittedly, she was a little curious what the most powerful weapon in the universe was capable of. If only it wasn't stuck to the wrist of her annoying cousin. "You gotta wonder how many aliens I can turn into with this thing."

"There are presently one million nine hundred species of alien DNA in the Codon Stream – more are still being added," answered Omnitrix.

"Whoa, I can turn into a million aliens!" said Ben excitedly. "That is so cool!"

"For safety purposes, only ten are made available at first," said Omnitrix immediately; Ben visibly deflated. "More will become available when the Omnitrix's artificial intelligence – that's me – has determined that the wearer is mature and responsible enough."

"Looks like no new aliens for you, dweeb," Gwen taunted; Ben stuck his tongue out childishly. "Yeah, that's real mature and responsible."

"Whatever, doofus," said Ben, now resorting to poking the watch. "Look, if I can figure this thing out, maybe I can help people. I mean, really help them. Not, you know, make things worse."

"Does this have anything to do with you hanging from a tree by your underwear?" asked Gwen earnestly, but Ben took it as an insult and kept quiet. "Okay…so what did it feel like going all alien like that?"

"It freaked me out at first," said Ben honestly. "It was like I was me, but it was also like I was somebody else."

"That is an understandable feeling," said Omnitrix. "While your conscious state of mind remains the same, you are substituting your human DNA with that of another species. It will feel awkward when you use an alien for the first time, but you will eventually become accustomed to it." Just then, Ben finally managed to get the core to pop up. "Oh good, you figured out the activation function. I was wondering how long it was going to take you. Humans aren't as intelligent as I was led to believe."

"That's just Ben," said Gwen teasingly.

"Ha-ha, you're so funny," said Ben sarcastically. "Man, only ten aliens to choose from. Total rip off. Could you at least show me which one's the best so I can try it? Just this once?"

"Well, I don't know which one would be considered 'the best'," said Omnitrix. She scooted closer to Ben, grabbed his arm, and started turning the dial of the watch. She passes over the silhouette of a crab-like alien, one that looked like a humanoid feline, and the outline of the Pyronite before she stopped on the tracing of something with pointed hair and round wings, "but this one is my personal favorite. If you feel like trying it out – "

"Heck yeah, I'll try it!" said Ben excitedly.

"I wouldn't if I were you," Gwen warned.

"Then it's a good thing you're not me," said Ben.

Before Gwen could get a word in edge wise, Ben slammed his hand down on the Omnitrix's core and blinded everyone with its glowing green light. When the blinding flash died, Gwen put her hands down, looked back at Ben…and suddenly found it very difficult to stop laughing.

Ben had transformed into a small, fairy-like alien with aqua-blue skin, a darker shade of blue hair sticking up straight and pink marks on his dimples and chin that added to his feminine features. He was forced to wear a green dress-like outfit with black zigzag lines and the Omitrix symbol stamped on his chest. His purple fairy wings flapped lightly as he hovered a few inches off the ground. When the young Tennyson boy looked himself over, he let out a high-pitched squeak.

"What'd you do to me?" squeaked Ben, his voice trilling and feminine like his appearance. "I wanted to turn into a cool alien, not Tinker Bell! Why do you even have this in the watch?"

"The Nemuinas may be small, but they are a resourceful race," said Omnitrix. "They are capable of flight as well as enhanced speed and agility. They are also capable of producing a powder that puts any being that inhales it to sleep, and able to manipulate their dreams…. Plus, I thought it was cute."

"So she – I mean, he – flies around and shoots pixie dust," said Gwen, trying to hold back her giggles.

"More like Pesky Dust," grumbled the newly-named Pesky Dust. "This alien is totally useless. When am I ever gonna need it for anything?"

Before the Omnitrix could work up a response (in all honesty, she didn't think she had one ready), a black blur bounded from the treetops and landed on top of the fire, sending sparks and charred pieces of firewood flying everywhere. Gwen fell backwards over the log she was sitting on, Omnitrix braced herself and withstood the outburst, and Pesky Dust was sent flying into the Rust Bucket window like a fly on a windshield. The fairy-like alien pulled himself away from the glass with a **_pop_** , shook his head, and flittered over next to Omnitrix as Gwen remained crouched behind the log, only barely peeking over the top.

All three children watched Cetanu's pet Alien rise from the smoke of the extinguished campfire, snarling softly. Copious amounts of drool spilled over its lips and dripped onto the ground in long, moist ropes.

"Ew!" groaned Gwen, watching the long strings of slobber get even longer. "That thing's even grosser than Ben usually is."

"Hey!" yelled Ben, which didn't sound as angry with a shrill voice.

"That's a Xenomorph!" shouted Omnitrix in shock. "A semi-sapient species from Proteus! But they are only native in the Zeta Reticuli system; they shouldn't be anywhere near this planet!"

"Tell that to him!" yelped Pesky Dust, pointing at the Xenomorph.

The Xenomorph turned its blind head on each one of the children starting with Omnitrix, then to Pesky Dust, before finally landed on Gwen and snarled menacingly. Cetanu had instructed her pet to retrieve the Omnitrix, but it had been using the scent from Gwen's backpack; the Xenomorph couldn't tell the difference.

Sensing that she was in danger, Gwen scrambled to her feet and started running in the opposite direction of the Xenomorph. The black-shelled alien leaped overhead and landed in front of Gwen, slapping her across the face with its tail to throw her down to the ground. Gwen tried scooting away from the monster, but the Xenomorph grabbed the little redhead by her shoulders and pinned her down. The Xenomorph opened its mouth wide enough so that Gwen could see a second pair of teeth inside, which only caused her to panic more.

"Gwendolyn!" yelled Omnitrix.

Just as the Xenomorph was about to jab its secondary teeth into Gwen's face, a large rock flew over and smacked the alien squarely in the face where it's eyes would have been, making the creature stumble back. The black-shelled beast looked over just as another rock smacked it in the face. It snarled angrily at Pesky Dust, who was collecting another rock off the ground and raising it over his head. And while the Xenomorph wasn't looking, Omnitrix ran over, picked up Gwen, and both of them raced to the safety of the Rust Bucket.

"Hey, Ugly!" called Pesky Dust. "Nobody picks on my cousin but me!"

He threw the third rock at the Xenomorph's face and the alien screeched with obvious rage. The beast lunged at Pesky Dust, who dropped the rock he was about to pick up and took off in another direction. The Xenomorph smashed through a tree like it was made of paper, but quickly recovered and chased after the Nemuina on all fours.

Pesky Dust flew over the campfire, which the Xenomorph smashed through and the flames licked its outer shell, but ultimately did no harm. He flew underneath the picnic table and the chairs, but the Xenomorph ripped through them without so much as flinching. Then Pesky Dust flew straight towards the Rust Bucket with the alien hunting hound right on his tail – Omnitrix and Gwen saw them coming through the window, screamed, and ducked out of sight. Just seconds away from colliding with the RV, Pesky Dust suddenly pulled up and shot into the air while the Xenomorph slammed headfirst into the vehicle, leaving a large dent in the paneling and actually scooted the machine over by a few inches.

"Ben, watch where you're going!" Gwen yelled from inside the Rust Bucket. "We're still in here, you know!"

"Hey, why don't you try fighting a horror movie reject with this lame alien," Pesky Dust trilled.

The Xenomorph bounced back on its feet and climbed on top of the Rust Bucket, stretched its arms and swiping its tail at the Nemuina that was flying just out of its reach. When reaching wasn't working, the Xenomorph crouched low and jumped up amazingly high with its powerful legs. Pesky Dust barely managed to swerve out of the way before the alien snapped its teeth at him. The Xenomorph landed and immediately tried again. It missed, landed, and tried again.

"I could use a little help here!" Pesky Dust squeaked as he narrowly avoided the Xenomorph's jaws.

"Nemuinas can put all living beings to sleep with the powder they produce from their hands," said Omnitrix through the open window.

"I guess a snoozing alien is better than a biting alien!" yipped Pesky Dust.

After narrowly dodging yet another one of the Xenomorph's attempts, Pesky Dust hovered over the alien hunting hound and pointed his index finger like a gun. A thin line of green powdered mist somehow sprayed from the fairy's fingertip and circled the black-shelled monster. The Xenomorph looked around in temporary confused, but then started to get wobbly before finally tripping over the edge of the Rust Bucket. The beast landed on its side with its mouth open and its second mouth hanging out; you could hear the light snoring if you listened closely.

Omnitrix and Gwen cautiously stepped outside the Rust Bucket as Ben swooped down, all of them peering down at the sleepy monster.

"You know, when it's asleep, it's actually kind of cute," said Omnitrix with a straight face.

"We need to talk about your definition of cute," said Gwen blandly.

Just then, the Omnitrix symbol of Pesky Dust's chest beeped and glowed red before it exploded into a crimson light, reverting Ben back to his human form.

"All right, I'm me again!" Ben cheered.

"You should have stayed a pixie," said Gwen teasingly. "It was a much need improvement."

"I happen to agree with her," said Omnitrix.

"Hey!" snapped Ben.

"Is everyone all right?" asked Max worriedly as he emerged from the forest and ran to the children. "I heard noises and – what in the name of Davy Crockett is that?" He yelled, pointed his flashlight at the slumbering alien.

"It's a Xenomorph from Proteus," Omnitrix informed. "This is an alien that shouldn't be anywhere near this system, but it is nonetheless. The way it came after us, I would almost think that it had been trained, which is strange since I never heard of a domesticated Xenomorph before."

"Meteorites, space watches, alien attacks," said Max, looking like he was on the verge of a headache. "I think we've all had enough excitement for one night. Everyone back in the RV. I don't want to stick around to see what's coming next."

The Tennysons and their new passenger didn't try to argue; everything was starting to go way over their heads at this point. They left behind most of their camping gear that had been destroyed in the attack and took off with the screech of the Rust Bucket's ties, leaving the Xenomorph snoozing on the ground where they left it.

They passed through the entrance to Yosemite Park and turned onto the main road. Max was up in the front seat driving safely while Ben and Gwen sat on opposite sides of each other, staring at the watch as it turned from red to its normal green color. Omnitrix sat on the sofa and decided that her time was better suited creating her new wardrobe like she had planned using the sewing kit Grandpa Max had lent her. She had only picked out white, green, and black thread, Gwen happened to notice; Ben wasn't the least bit interested in clothes like his cousin.

"I was worried you might get popular with that thing on your wrist," said Max. "That's why I asked you not to fool around with it until we know what it's capable of."

"But she already told us what it can do," said Ben, referring to Omnitrix. "It can turn me into over a million aliens…but she said I can only use ten. Major rip off. But at least I figured out how to make it work. All you do is press this button, then when the ring pops up, just twist it until you see the guy you wanna be, slam it down and – BAM! You're one of ten super cool alien-dudes!"

"I would ask you to refrain from 'slamming down' on the core," said Omnitrix, moving on to using green thread. "The core is very sensitive and impacting it with sudden force could cause the timeout function to malfunction and create possible mistransformations. If you are going to wield the Omnitrix, please do so with care."

"Is there any way he can just stay an alien and not turn back into plain old pizza face?" asked Gwen snidely.

"Highly inadvisable," said Omnitrix. "Remember, the wear is exchanging their DNA for a sample of another species. Prolonged exposed could rewrite the user's own DNA and therefore damage their mental stability. That's why it possesses a recharge function."

"With a device as powerful as that watch clamped on you," said Max, "my guess is we better help you learn fast."

"That is the whole purpose of my existence," said Omnitrix. "To teacher the wearer the proper functions of the Omnitrix as well as explaining how each alien works."

"That's good to know."

Everyone in the Rust Bucket suddenly shot up and looked around. The voice belonged to someone feminine, but it sounded nothing like Gwen or Omnitrix and neither one of them had a growling tone.

All of a sudden, Cetanu the Yautja formed in the middle of the Rust Bucket like she had appeared out of thin air. Gwen gasped and fell back in her seat while Omnitrix and Ben jumped up. But reached for the Omnitrix, but Cetanu shot her hand out and closed her scaly fingers around his thin wrist, blocking off the watch. She also grabbed Omnitrix by the wrist and lifted them both off the floor. Ben and Omnitrix grunted and struggled – Ben even started swinging his short legs at her face – but Cetanu was too strong and out of reach. The Yautja hunter laughed at her squirming prey.

"My father will be pleased to see you both," said Cetanu.

Max witnessed the scene in is rearview mirror and glared at the Yautja's back. Without warning, he slammed the breaks and brought the Rust Bucket to a screeching stop. The sudden jerking motion slingshot Cetanu to the front of the RV where she slammed into the dashboard, unconsciously dropping Ben in the back of the RV, but managed to keep her grip on Omnitrix.

The Yautja groaned for a moment and turned her head to Max, exchanging heated glares as the retired plumber reached for a crowbar he kept in the door pocket. He swung the crowbar at Cetanu's face, but the Yautja popped out two serrated blades from her wrist gauntlet and sliced the metal in half like a hot knife through butter. Cetanu pointed the tips of her wristblades close to Max's face, poised to gouge his eyes out when –

" **Accessing Aerophibian sequence,** " Omnitrix announced in monotone.

"What?" Cetanu asked in surprise.

When the Yautja looked back down, she realized too late that the girl's eyes were glowing green with energy and was blasted in the chest with lasers. Cetanu smashed through the Rust Bucket's windshield, hit the road, and tumbled by a good couple of feet. Ben and Gwen arrived at the front of the Rust Bucket, staring out the broken windshield then turning back to Omnitrix with Grandpa Max as her eyes returned to normal.

"Whoa, how'd you do that?" asked Ben, sounding impressed.

"I am the living embodiment of the Omnitrix," Omnitrix answered like she was saying two plus two equaled four. "It's natural that I would be able to access the DNA in the Omnitrix for self-defense purposes, although it would appear I am only capable of partial transformations. I had intended to change into a full Aerophibian to carry her away."

"Uh…guys, she's getting back up," said Gwen, pointing out the window. Everything looked out as Cetanu pushed herself up, shaking off the disorientation. "What is that thing anyway?"

"That's a Yautja – a predator-type alien with a long history of hunting other species for honor and sport," answered Omnitrix. "That would explain why the Xenomorph suddenly showed up. She must have tamed it to be her hunting dog. Very clever."

"You can ask for an autograph later!" said Ben urgently. He popped up the Omnitrix core and held it out to its human counterpart. "Quick, which alien should I use to beat that?"

"The Yautja are one of the strongest and most cunning hunting tribes in many galaxies," said Omnitrix, but nonetheless turned the dial. "A Pyronite and a Nemuina aren't going to be enough this time. If you really want to stand a chance against it, I would suggest something sturdy like a Petrosapien" she stopped the watch at a hulking silhouette with three points.

"Well, here goes nothing," said Ben.

Ben slammed down the Omnitrix core (completely disregarding the human counterpart's warning) and exploded in a flash of green light. When the light faded, Ben had transformed into a hulking humanoid made entirely from green crystals with four shards ripping out of his back and his head extended into a sharp point. His uniform was split down the middle with one side black, the other white, and the Omnitrix symbol stamped on the upper left side of his chest.

When Ben's transformation had finished, the Rust Bucket occupants came to a rather obvious realization that they had overlooked: Two children, one elderly man, and a massive Petrosapien together in the front of the RV made things really cramped.

"Maybe you should have gone alien outside," said Gwen, tilting her head away from the sharp tip of his back.

"Oops, my bad," Ben apologized in a rather deep voice.

It took a little effort, but Petrosapien-Ben managed to make it out of the Rust Bucket only slightly scratching the walls and the edges of the door with his back spikes. Now that he was out onto the road, he started walking over to Cetanu in what he thought was a heroic strut: arms straight, chest puffed out, chin held high – yeah, he was totally epic right now. Cetanu growled softly under her mask and walked straight toward him, meeting him halfway down the road until they were staring each other down face to face. Ben had thought his transformation would make him taller, but they were at equal height. That a bit of a dent in his ego.

"So you've chosen a Petrosapien," said Cetanu, looking him over. "Very clever. None of my weapons are strong enough to completely penetrate your silicon-based exterior."

"Uh…yeah, that's totally why I picked it," Ben bluffed. "So, you wanna give up now? If you beg me, I might just – " Cetanu sucker punched him in the face, sending him flying back into the Rust Bucket where his shoulder spikes pierced the grill. Ben rubbed his jaw; that actually hurt him. "Ugh…totally not cool."

"Just because you're invulnerable now doesn't mean you aren't susceptible to pain," said Cetanu as she approached him, withdrawing her second wristblade. "I will hurt you until you pass out from the pain, then I will take you and the girl to my father."

"Not gonna happen, you freaky alien lady," Ben declared.

Ben stood back to his feet, tearing his shoulder spikes from the Rust Bucket's grill, and charged at the Yautja predator. The silicon-based hero threw a punch at Cetanu's head, but she effortlessly ducked underneath the blow and delivered a strong undercut to his chin. Ben quickly shook it off and threw a right hook, but Cetanu once again ducked underneath the fist before grabbing him by the arm and flinging him over her shoulder. He hit the ground hard with his back and Cetanu pushed her foot against his chest to keep him pinned.

The Yautja swiped her wristblade across his face, but Ben raised his arm defensively when his fingers suddenly formed together and extended into a lengthy blade. Cetanu's wristblade was deflected and made her stagger, giving Ben the opportunity to kick her away. As the Yautja rolled off the highway and into the grassy side, Ben looked at his newly shaped hand, commanding more spikes to form along the blade.

"Cool," said Ben.

Cetanu flipped back to her feet, growling, and charged at Ben. The diamond alien rushed to meet her halfway and both warriors clashed their respective blades, creating a shower of sparks when their weapons collided. Though Cetanu was strong compared to basic humans, the Petrosapien was much more powerful, pushing her off and punching her across the face with his free hand.

The Yautja hit the ground with one knee – she growled furiously; no one made her kneels except her father. Cetanu looked back up at her prey just in time to see him swipe his bladed hand down and rolled out of the way at the last second. She bounced back up to her feet, lunged at the Petrosapien, and slammed his chest with her shoulder. It hurt like the son of a Bad Blood, but it did knock him on the ground where he belonged.

With the Petrosapien on his back again, Cetanu took no chances with him. The Yautja straddled Ben's chest and used her legs to pin his arms to the side. Not the most dignified or the most honorable way of fighting, but Cetanu's pride as a Child of Vilgax outweighed her honor as a Yautja warrior. She brought both her arms into Ben's vision and popped a second pair of wristblades from her other gauntlet.

"Uh, I think I'm in trouble," said Ben.

"That's putting it lightly," said Cetanu menacingly.

Cetanu cut across Ben's face with all the force her species could muster, chipping a deep scar across his cheek. Due to his Petrosapien nature, Ben easily closed the wound, but that didn't stop him from feeling the pain of losing a piece of himself. The Yautja cut across his face again and left with the same result. With Cetanu keeping his arms pinned under her weight, Ben could do nothing but try to withstand the pain as the daughter of Vilgax repeatedly cut into his face, taking off more and more with each swipe she took.

Meanwhile, Omnitrix and the Tennysons could only watch through the broken window.

"Ben's getting a beat down out there," said Max worriedly.

"It makes sense," said Omnitrix, still speaking in monotone. "Benjamin may have the strength and invulnerability of a Petrosapien, but Yautjas are trained from birth to be skilled warriors. She had much greater technique and experience than he does."

"Isn't there any way we can stop her?" Gwen asked Omnitrix urgently, shaking her by the shoulders. "You're the human alien encyclopedia. That alien has to have a weakness, right?"

"They don't have any distinguishing weaknesses," said Omnitrix, humming thoughtfully for a moment. "Unless…."

"Unless what?" asked Gwen.

"Well, the Yautja homeworld has a slightly stronger atmosphere than Earth," said Omnitrix knowledgably. "The Yautja breathe in one percent more oxygen and four perfect more nitrogen than humans, meaning that the air on this world would be considered thin for the Yautja."

"Kinda like when you climb a tall mountain," said Max.

"Exactly," said Omnitrix. "That's why the Yautja crafted breathing apparatuses into their bio-masks to enable them to survive on planets with different atmospheres. Perhaps if we cutting the breathing tube, we can – hey, where did Gwendolyn go?"

Max and Omnitrix looked around the Rust Bucket and noticed that the door was hanging open.

Meanwhile, back in the fight between Cetanu and Ben, things were shaping up to be a bad situation for the alien hero. After being chipped apart many times by the Yautja, Ben was finding it harder and harder to reshape himself while trying not to pass out from the pain. His face was covered in deep cuts that were slow to close, and whenever he tried, Cetanu would cut the wound open again with her wristblades. And too make matters worse, the Omnitrix symbol on his chest started beeping, meaning the end of his transformation was close at hand. Cetanu noticed this and made a soft clicking noise.

"Your time has run out, child," Cetanu hissed into his face. "It was very unwise of you to challenge me."

"Yeah, well…you're ugly," Ben taunted childishly. "Bet you wear that mask 'cause nobody wants to see your stupid face."

"Resorting to petty insults?" said Cetanu amusingly. "The Omnitrix is wasted on you. But don't worry…that device and the girl will soon be put to better use."

"Hand off my doofus cousin, freak show!"

Cetanu gasped underneath her mask as she looked around. She had been so preoccupied with talking down the Petrosapien that she failed to notice the human girl running at her with the axe that the Tennysons used to cut firewood. Gwen grunted with effort as she swung the hatchet before Cetanu had time to react properly. The redheaded human purposely missed the Yautja's neck – she didn't have the stomach to actually draw blood – and took a swipe at the tube connected to the side of Cetanu's mask. The hatchet cut through the tube cleanly; a hissing noise came from the severed hose as the stronger air was released freely.

The effect of Gwen's actions was almost immediate. When Cetanu realized when the redheaded human had done, the Yautja grabbed herself by the throat, suddenly finding it difficult to breath. Cetanu bounced up to the feet, making frequent gasping noises, as she stumbled toward the nearest tree and leaned against the tall redwood to keep herself standing. The whole time Ben was watching the scene in bewilderment, looking between Gwen holding the axe and Cetanu clearly struggling just to stay on her feet. He would have asked what was going on, but the annoying beep of the Omnitrix symbol told him that he was running out of time.

Ben scrambled back to his feet, pointed his hands at Cetanu , and fired two large shards from his palms. The crystal shards got caught in the wire mesh of her shoulders and pinned her to the tree behind her. Under normal conditions, Cetanu could have easily ripped herself free, but the thin levels of oxygen and nitrogen were starting to affect her brain and couldn't quite get her motor functions to work properly. Cetanu slumped in defeat as she tried slowing her breathing to preserve what little breath she was able to gather. Ben looked very pleased with himself before the Omnitrix timer finally hit zero and he was back to his human self in a flash of red light.

"So, does this mean we're even now?" Gwen asked her cousin, referring to the save with the Pyronite.

"Yeah, we're totally even," said Ben gratefully.

"You…," Cetanu said slowly, taking deeper breaths. "I…underestimated…you oomans. That…was my…mistake. One…that I will…not make…next time."

"Yeah right, like there's gonna be a next time," said Gwen, crossing her arms and huffing at the Yautja; she wasn't so scary now.

"Oh…there will be…a next time," said Cetanu. "You…have no idea…what you're up against. Once…my father…gets word of this…he will be…absolutely…furious. Just…you…wait."

"Ooh, I'm so scared," Ben said mockingly.

"You…should be…," Cetanu wheezed.

Before any other words could be said from either side, Cetanu's Xenomorph pet suddenly jumped out of the shadows and landed between them, looking well-rested from its long nap. The alien hunting hound spun around, slapping its tail at Ben and Gwen to knock them aside, and then ripped the shards out of its master's shoulders. The Yautja slumped forward and the Xenomorph allowed her to drape over his back. Max and Omnitrix ran to help Ben and Gwen up, staring down the black-shelled monster. The Xenomorph hissed furiously at the group, but quickly took off into the shadows carrying its master to safety.

"This is officially the weirdest day ever," said Gwen.

"Ben, Gwen, are you two okay?" Max asked in concern.

"Yeah, we're fine, grandpa," said Ben. "Man, that freaky alien lady was totally tearing into me. If Gwen hadn't helped, she'd probably turned me into jewelry."

"She said something about handing us over to her father, didn't she?" Omnitrix noted, staring off into the darkness where the enemies fled. "If one young adult Yautja and a Xenomorph drone were capable of all this, then I can't imagine how powerful her father must be."

* * *

It was many hours later after her crushing defeat at the hands of three ooman children and an elderly man before Cetanu had the strength to return to the Chimerian Hammer. Never before had she wished that the Black Hunter would come from the shadows and stab her through both hearts and rip out her skull to place upon his trophy wall. More than disappointing her father, Cetanu hated it when he was furious at her. Even in his broken state, the Yautja couldn't stop flinching when he raised his voice.

"Failure?!" roared Vilgax. "Unacceptable! Were I not in a damaged state, I would throttle you until you were within an inch of your life! You better have a good reason why I should not toss you out into the vacuum of space!"

"I have information that may interest you, father," said Cetanu in a rushed, desperate tone. "I have recently learned that there is more to the Omnitrix that we had originally believed. The Omnitrix has developed a sentient form that acts independently from the device. It is teaching the ooman how to wield the Omnitrix, specifying the strengths and weaknesses of each form, and offering detailed knowledge of various species, including my own. That…thing knew that my species was incapable of breathing in the planet's atmosphere and used that to the oomans advantage. If the Omnitrix is capable of discerning my species weakness, then that could very well mean it knows how to combat you as well, father."

"Hmm…that is troublesome," Vilgax hummed thoughtfully. "Retrieving the Omnitrix may prove to be more difficult than anticipated."

* * *

The next day, Max had driven the Rust Bucket to the nearest repair shop to buff out the dents and replace the broken windshield. Max and Gwen had just finished paying to the repairman and walking back to the RV when Omnitrix stepped outside, displaying her new wardrobe that she had finished crafting last night.

She wore a long dress that was mostly white and reached past her knees. Three green strips were on either side of her hips; a green rim wrapped round the hem of the dress, and a black-green circuit pattern was woven in the upper portion of her chest and stretched up to cover her neck with the Omnitrix symbol stamped in the center. Gwen had also let her borrow a pair of her shoes since the human Omnitrix had no way of making her own. Omnitrix twirled in a circle, letting her dress flow around her, and Max whistled in approval.

"Looking spiffy there, kid," said Max.

"Thank you, Maxwell," said Omnitrix. "I'm very proud of it myself."

"Well, now that you've got the look, you're gonna need a name," said Max.

"A name?" asked Omnitrix curiously.

"Yeah, you're a real girl now – you gotta have a name," said Gwen. She tapped her chin and looked her over in thought. "Hmm…since you're the Omnitrix's brain…why don't we call you Trixie?"

"Trixie…," hummed the human Omnitrix, taking a moment to think it over. "Yes…I quite like that. From now on, I will be called Trixie."

"Great," said Max approvingly. He looked around for a moment, scratching his head. "Say, did anyone see where Ben went?"

"I haven't seen him since breakfast," said Gwen.

"Ben asked me to teach him how to use the Citrakayah before he ran off," Trixie informed them.

"The what now?" asked Gwen cluelessly.

Her question was soon answered when a cloud of dust kicked up in the distance at rapid speed before it stopped in front of the Rust Bucket. Gwen, Max, and Trixie found themselves staring at a humanoid cat alien covered in black and blue fur with patches of black fur coming off their faces in points, making it look like it was wearing a mask, sharp spikes coming off its wrists and ankles, and the Omnitrix symbol stamped on its chest.

"Ben?" asked Max.

"Yep," Ben said in an excited tone. "Hey, check this out." Faster than any of them could blink, the cat-like alien zoomed around the Rust Bucket at least twenty times, appearing as nothing more than a black and blue blur to the other, before it stopped in front of them with a wide grin. "I'm not just fast, I'm Fasttrack!"

It was lucky he stopped in time because the Omnitrix soon clocked out and Ben reverted back to his natural human form. Rather than looking disappointed, Ben brushed himself off and smiled up at his family (plus Trixie).

"I think this is gonna be the best summer ever," said Ben.

"Absolutely," Max agreed.

"I still have yet to understand the customs of your world, so I am in no position to agree or disagree," Trixie said bluntly.

"Well, it's certainly going to be interesting," said Gwen, looking torn between excitement and worry at the thought of Ben playing with the most powerful weapon in the universe all summer. "So, where'd you go anyway?"

"Just had to take care of a couple of things before our vacation really got rolling," Ben said cryptically.

* * *

It was common knowledge that heroes were never supposed to use their powers selfishly or to seek out revenge, but just this one time, Ben was willing to make an exception. I mean, if you suddenly had the power to get back at your bullies, wouldn't you? That was the only reason Ben needed to hunt down Cash and J.T. back in Bellwood and hang them by their underwear on a tree branch overlooking the street.

"Dude, how'd we get up here?" asked Cash.

"Ugh…I'm not sure," moaned J.T. "It all happened so fast."

"Hey, somebody!" Cash flagged down the cars rolling past them, but none bothered to acknowledge the two adolescents hanging helplessly from the tree. "Anybody! Little help up here, please!"

* * *

 **Next episode: Washington B.C.**

 **Please, read and review.**


	3. Washington BC

**Episode 3: Washington B.C.**

A fire was raging fiercely throughout the apartment complex on the corner of Williams. Firefighters were rushing in on their trucks, trying to quell the inferno while rescuers tried to force their way into the building. Unfortunately, the blaze had broken much of the building's support structures, collapsing entire floors and shattering any possibly means to the upper levels. This was even more troubling as a mother and her son were still trap on the fifth floor of the complex.

As the fires burned their home around them, both rushed for the door – the boy, for some reason, was hugging his backpack trying to shield it from the flames. The mother's hand was only inches away from the door handle when a large chunk of the ceiling broke off and dropped down between them and the door. The mother and child backed away and a flaming bookcase tipped over behind them, preventing them from moving back. They heard an ominous creak coming from above their heads and looked up to see a piece of the ceiling break off and start to fall on top of their heads. The mother instinctively pulled her son close and pulled her body around to shield him. The mother and child shut their eyes tight and waited for the end to come…only it never did. A few more seconds went by and they still weren't crushed to death, but they also felt a strange chill brush against their skin. The boy slowly opened his eyes and gasped in awe.

A block of jagged ice had risen from the floorboards and trapped the flaming wreckage in midair, snuffing out the flame, and a strange alien stood heroically on top of the frozen piece. The creature walked on all-fours and looked like a cross between a fish and a lizard with icy-blue skin. The cold alien had four shark-like fins running down its back, a row of sharp teeth over its lower lip, and black strips around its squinty eyes. Its body was covered in a black shell above its head and layers of white shells underneath its face with the Omnitrix symbol stamped in the middle of its chest.

"Who are you?" asked he boy, looking star struck.

"Don't worry, I'm here to help," said Arctiguana breathily; white puffs escaped his mouth.

The polar lizard took in a deep breath and then exhaled a cloud of crystal-blue mist in every direction of the room, flash freezing the flames and converting the apartment into an instant winter wonderland. The temperature in the room immediately dropped to below zero temperatures, but compared to the blazing heat a few seconds ago, the mother and child had no room to complain. Arctiguana pounced off the ice and gestured for the family to follow him. The boy smiled and immediately chased after the freeze lizard; the mother was more reluctant, but followed nonetheless. Arctiguana led the parent and child out into the hallway and stopped at the stairwell.

"This way," Arctiguana gestured to the stairs. "I'll cool down the fires before – " but before the freeze lizard could finish explaining, a chunk of the ceiling broke off and smashed through the wooden stairs. The mother and child looked to Arctiguana for help; the freeze lizard stared at the broken stairway with a look that clearly said: 'Are you freakin' kidding me?' "Okay, new plan. Head back that way!"

He turned back down the hallway toward a boarded up window. Arctiguana exhaled his icy mist and flash froze the entire surface of the wall. He turned around, raised up his back legs, and kicked the wall with all the muscles in his alien body, smashing it into hundreds of broken ice chunks that dropped on the heads of the pedestrians watching from the streets. Arctiguana hopped over to the edge of the hole and breathed again downwards, creating a slide of solid ice that connected to the street.

"Go, go, move it!" shouted Arctiguana urgently.

The mother and child didn't need to be told twice. The boy hopped down the frozen slide first, followed by the still hesitating mother, and Arctiguana brought up the rear. In a few seconds, everyone was safely on the ground; the firefighters quickly brought in blankets for the mother and son to warm them up from the freeze lizard's breath. A crowd started to gather around Arctiguana, most taking out their camera phones and snapping pictures of the alien hero. Arctiguana gave them a toothy grin and waved one land like a celebrity.

"I'm sure you all want to thank me personally," said Arctiguana haughtily. "But really, it's all in a day's work for – " He gasped, accidentally making a snowball that slapped one poor fool in the face, when he saw the boy pull out a set of gold-colored trading cards from his backpack. "No way! A gold Sumo Slammer card! Where'd you get it?" He asked, practically crawled on top of the boy. "I've been searching all over for that!"

"It was a prize inside a box of Sumo Smacks cereal," the boy answered, looking just as confused as the onlookers. Why would an alien lizard be interested in a trading card?

A horn honked at them from the road and Arctiguana looked off to the side, spotting his grandpa Max and his dweeb cousin sitting in the front of the Rust Bucket while Trixie hovered over Gwen's shoulder.

"Yo, super doofus!" Gwen yelled impatiently. "The fire was just a diversion to cover up a jewelry store robbery! The bad guys are getting away!"

Arctiguana made a childish whimpering noise as he looked back at the boy, almost hoping that he would give up his golden trading card as a reward for saving his life. The boy just stared at the freezing lizard. Arctiguana grumbled and begrudgingly walked back to the RV.

"I'm coming, I'm coming."

* * *

Several blocks away from the building fire, a single vehicle was racing through the streets of downtown Washington D.C., ignoring all traffic signals and nearly running over crossing pedestrians. Two men dressed in stereotypical bank robber clothes – including the ridiculous sock masks – were feeling mighty proud of themselves.

They had pulled over an easy heist without any interference from the police, and all it took was destroying the livelihoods of a couple dozen people. They were gonna get away with it…or at least that's what they thought before they noticed the Rust Bucket chasing them. The driver raised a brow under his mask. Since when do the police chase down criminals in beat-up recreational vehicles?

Inside the Rust Bucket, Arctiguana had taken Gwen's place in the passenger's seat while Gwen and Trixie stood in the middle of the aisle. All present humans shivered involuntarily from being in close proximity of the Polar Manzardill, who was blowing out cold air every time he breathed through his mouth.

"Didn't think I'd need to pack snow gear for a summer trip," said Max, shivering. He had cranked the heat up to full blast, but Arctiguana's breath overpowered the Rust Bucket's AC. "Suppose that's my fault for not planning ahead of time."

"Sorry, grandpa, I can't help it," Arctiguana apologized. "I'm just too cool for my own good."

" **Accessing Pyronite sequence,** " said Trixie. The human Omnitrix's hair suddenly turned to fire, instantly heating up the Rust Bucket, much to Max and Gwen relief.

"Ten aliens in that stupid watch and you had to pick the living ice box," Gwen complained, warming up her hands near Trixie's flaming head.

"Jealous?" said Arctiguana tauntingly.

Gwen glared and pushed Trixie forward so that she headbutted the Polar Manzadill, making the freezing lizard yelp and jump out of his seat when Trixie's hair whipped his behind.

The jewel thieves' tires screech as they made a sharp turn around the corner, but Grandpa Max's superior driving skills got them around safely without losing speed. They were starting to catch up to the thieves and Arctiguana pulled down the window, sticking his head out. The Polar Manzadill took a deep breath and heaved a cloud of icy mist on the street, creating a long stretch of ice down the road until it caught up with the robber's wheels. Their car lost traction on the ice and started spinning out of control until they rammed bumper first into a streetlight, bending the metal slightly but not enough to knock it over.

Arctiguana hopped out of the Rust Bucket, marched over to the driver's side door, grabbed the handle with his teeth, and ripped the door off its hinges. The jewel thieves whimpered pathetically and held each other as the Polar Manzadill glared at them.

"Unless you punks wanna permanent case of frostbite," said Arctiguana threateningly, crumpling the door in his teeth to emphasize his warning, "down on the ground with your hands behind your head."

Neither of them was stupid enough to argue with a freaky talking gecko with ice breath. The jewel thieves quickly scrambled out of the car, dropped to the knees, and placed their hands behind their head with their backs turned on the Polar Manzadill. Arctiguana was unfortunately so caught up in his heroic act that he failed to notice the beeping noises emitting from his Omnitrix logo.

"You punks picked the wrong day to be bad – " Arctiguana returned to being Ben Tennyson in a flash of red light " – guys."

The jewel thieves couldn't help noticing the sudden change of voice from the freezing lizard. They both turned around and quickly realized that the ice iguana was missing and they were being held up by a runty little boy.

"Hey, it's just a kid!" yelled the first thief angrily. "Get the jewels!"

Ben finally realized he had transformed back into a human when he looked down at his hands and saw that the watch had gone into recharge mode. The small boy chuckled nervously and started backing away from the criminals.

"Wow, time sure flies when you're having fun," said Ben nervously. "I – I've decided to let you guys off with a warning this time."

The jewel thieves snarled angrily, cracking their knuckles threateningly. They stepped closer to Ben while he backed away from them at the same time, inadvertently tripping over the edge of the sidewalk and falling flat on his butt. The jewel thieves loomed over him. Both grown men started to pull back their fists to punch him out when a fireball suddenly flew over Ben's head and exploded on the ground at their feet, sending them flying and slamming into their wreck of a car, knocking them out. Ben blinked for a moment then spun around, spying Trixie hanging out the window with another fireball ready in her hand.

"I believe it is human custom to say 'thank you' when you rescue them," stated Trixie.

"I totally had that under control," Ben complained, standing up and brushing himself off.

"Yeah, cause letting the bad guys pound you into paste was totally part of the plan," said Gwen sarcastically. "You're just lucky that Trixie's here to save your butt when you mess up, like always."

"We can argue about this later," said Max, cutting them off before they went any further. Off in the distance, they could hear sirens closing in on their location. "Right now, we need to get out of here before the police arrive."

"But I'm the hero!" whined Ben.

"Now, Ben!" said Max firmly, leaving no room for argument.

"Aw, man," Ben bemoaned.

The young Tennyson boy reluctantly climbed back into the Rust Bucket and drove away just moments before the police arrived on the scene, scratching their heads as to why half the road was frozen and why there was a giant scorch mark on the sidewalk.

* * *

The very next morning on the opposite side of city, a grumpy-looking bald man in a business suit was knocking incessantly on a small town apartment building. The overhead sign said the building was being used by someone named Dr. Animo. When nobody responded to his knocking, he banged on the door harder and yelled.

"Hey, Animo!" said the bald man. "I know you're in there! Open up!"

But Dr. Animo wouldn't come to answer his knocking, so the balding man finally had enough and barged right into the building – it seems like Animo didn't know how to lock his door. When the businessman stepped inside, he had not been expecting to see walls of cages of every shape and size everywhere or to hear the overlapping noises of different animals. And the smell was the worst part – he couldn't even describe the smell because his nose immediately lost all sense.

"Oh man, that's just horrible," said the bald man, reluctantly walking further into the building.

He walked closer to a tank with a species of frog he had never seen before when heard someone's footsteps walking up behind him, turned around, and nearly jumped out of his pants. The balding businessman stared up at the face of a man with sickly, pale-green skin, yellowing eyes, and dirty white hair that touched past his shoulders. The reclusive man bared his broken teeth at the intruder.

"How did you get in?" questioned the sickly-looking man angrily.

"Passkey," answered the bald man, collecting himself and readjusting his tie. "I am still your landlord, remember? Maybe not since your rent is six months past due, Animo."

"All my funds go into my research," said Dr. Animo, glaring at the landlord. "Now get out! You're disturbing me!"

"Hmph, looks like you were disturbed long before I got here, pal" the landlord insulted, looking out the zoo-like apartment. "Listen, doc, you and your furry friends are out on the street, unless you pony up the green," he said, holding his hand out expectantly.

"Pony up," Dr. Animo repeated with a hint of amusement. He took out the frog in the tank and released it on the floor. "Interesting choice of phrases. You must be an animal lover. Then you're gonna love this."

Dr. Animo took out something from underneath on of his cabinets and turned around to the landlord with a serious expression. The balding landlord stared at Animo for a long minute, trying to process what he was seeing, and then broke out in a fit of laughter. Dr. Animo, for some reason or another, had put on a harness and helmet that looked like he had built from a cooking strainer and cobbled together electronics.

"What's that?" asked the landlord through his giggling fit. "You a member of the moose lodge or something?"

"This is my transmodulator," said Dr. Animo seriously. "Phase number one: it creates and accelerates mutations at the genetic level. Perhaps a demonstration is in order."

Dr. Animo twisted the dial on his chest, the patchwork machinery began to hum, and red sparks snapped from his strainer bowl helmet horns. Beams of red lightning struck down on the frog and the amphibian grew to be twice as big as the landlord with a murky-shade of green skin, growing two horns on the side of its head and doubling its number of red eyes. The landlord screamed like a frightened schoolgirl before the mutant frog swallowed him whole. The landlord makes an obvious attempt to escape based on the movement in the frog's mouth, which Dr. Animo found delightful.

"I'm sorry, I can't hear you," said Dr. Animo mockingly. "Sounds like you have a frog in your throat – or is that the other way around?"

The mutant frog eventually found the landlord to be a distrustful little fly and spit him out against the wall, knocking him unconscious on the floor. But Dr. Animo paid him no mind, instead staring spitefully at a newspaper clip he pulled from his pocket.

"So close to having what is rightfully mine," said Dr. Animo, clenching his fist angrily. "All I need is a few lousy components to finish my work."

" ** _So whatever you need from hairspray to state-of-the-art electronics,_** " said the advertiser to the commercial that had conveniently and unrealistically appeared on the television that hadn't been there a moment ago, " ** _you'll find them under one roof at the grand opening of the district's newest mega mart._** "

"Ah…," said Dr. Animo sinisterly. "Just what the doctor ordered."

* * *

Either by sheer coincidence or just dumb luck, the Tennyson party just happened to be shopping in that very same supermarket just on the other side of town. Max lead the children down the aisle with Gwen following behind bearing a sense of dread at the weird and disgusting things her grandpa liked to purchase even in convenient stores and Trixie looked around the complex in wonderment. Technically speaking, this was her first time ever being in a supermarket, or even in a big city – it was all brand new to her and she wanted to see everything. But Ben had other ideas.

The moment his eyes wandered toward the cereal aisle, Ben broke off from the rest of the group, scouring the rows of boxes. He searched for one brand in particular, pulled it off the shelf, and eyed the ad in the corner

"Sumo Slammer cards, cool!" said Ben eagerly.

Wanting desperately to get the card inside, Ben hatched up a very devious plan.

Meanwhile, Max, Gwen, and Trixie stopped at one of the nearby aisles as the elderly man scrutinized a can of octopus chunks. Gwen was horrified; what kind of a freaky supermarket sold pieces of sea creatures in cans on store shelves, especially next to the soup?

"Hmm, only canned octopus," Max said disappointedly. "I thought this store prided itself on wide selection."

"Uh, grandpa?" said Gwen hesitantly. "No offense, but can we have a normal dinner for once? You know, one that doesn't involve stir-fried tentacles?"

"Heh, nonsense," Max chuckled amusingly. "Now where do you suppose they keep the sheep's bladder?"

"I happen to quite enjoy your meals, Maxwell," said Trixie as she and Max moved on to the back of the store. "Then again, I do have the dietary needs of over one millions different species of aliens, so I don't think I have a right to talk about human standards."

Gwen groaned, already picturing the nightmare concoction those two would be creating tonight. But before she could (reluctantly) follow them, the redhead happened to notice a flash of green out of the corner of her eye, followed by the sound of reckless rummaging. Neither one was a very good sign.

"Ben?" Gwen called him suspiciously.

Gwen followed the source of the green light, turned into the cereal aisle, and gasped in horror at the grizzly scene. Nearly every box of cereal in the row had been knocked off the shelves and had their tops ripped off, which was very impressive considering it had only been a few seconds. She stepped carefully into the aisle and noticed a single box of Sumo Smacks rattling around with something small moving inside. She pulled the box off the shelf and heard a tiny voice complaining ("Man, another red card"). She stuffed her hand inside and wrapped her fingers around the small creature.

"Gotcha!" said Gwen victoriously. She pulled her hand out and glared at the four inch, gray-skinned, frog-like alien with large green eyes wearing a white jumpsuit with a black strip and the Omnitrix symbol on his back. "What do you think you're doing?"

"Uh, looking for the gold Sumo Slammer card, duh," said Gray Matter sarcastically.

"You're supposed to use your powers to help people," Gwen chastised him. "Not find some stupid trading card."

She was just starting to build into a whole tangent about using his aliens responsibly when they heard someone clearing their throat behind them. Gwen grimaced as she turned around, keeping Gray Matter hidden behind her back. One of the store employees (his name tag said "Regis") looked very unhappy with Gwen.

"Just what do you think you're doing, young lady?" questioned Regis with obvious irritation.

"It wasn't me!" said Gwen. "It was my doofus cousin!"

"Well, someone is going to have to pay for all this," Regis told her.

And that how Gwen and Ben found Grandpa Max and Trixie in the back of the store five minutes later, dumping piles of opened Sumo Smacks cereal boxes into their cart. Max was obviously disappointed, but Trixie broke her normally expressionless state and glared angrily at Ben. The young Tennyson boy noticed and quickly jumped on the other side of Gwen to keep them separated.

"So why are we buying all this cereal?" Max interrogated.

"Well, we would have only had to buy the one I found the gold Sumo Slammer card in if Gwen hadn't butted in with her big butt!" said Ben angrily.

"Hello!" Gwen snapped back. "You were trashing the whole cereal aisle just to find some stupid piece of cardboard!"

"Ben, now I can appreciate how much this card means to you – " Max started.

"I can't," Trixie interrupted, show the first sign of anger since the Tennysons met her. "How could you do something so stupid with the Omnitrix? Do you realize what you are wearing on your wrist? That is the most powerful weapon in the known universe – a Yautja hunter and her pet Xenomorph tried to kill you for it! And you waste its power because of some ridiculous card that has no real value?"

"Hey, I'm the one busting my butt saving people every day!" Ben argued. "I just saved a bunch of people from a burning building last night!"

"All right, you two, that's enough," said Max.

Ben and Trixie glared at one another and turned away in a huff as their group moved on to the rest of the store. As they were walking by the electronics section, Ben noticed a standee and a display case for the Sumo Slammer's franchise (which made no sense because trading cards had nothing to do with electronics). Ben paced over to the case gleefully, purposely ignoring the daggers Trixie was glaring into the back of his head.

"Whoa," said Ben gleefully. "Sumo Slammer cards – a complete set."

Trixie shook her head disapprovingly while Max and Gwen frowned at the display.

"Let's go check out the pet department," Max suggested. "Trixie, stay here and make sure Ben doesn't try anything."

"If he does anything stupid again, I'm putting him in lockdown mode," said Trixie, still miffed.

"Please tell me you aren't looking for our breakfast," Gwen said pleadingly to her grandfather.

Trixie watched them disappear around the corner and turned back to Ben; the boy was still staring fixatedly at the display case. Now Trixie was a creature that was born (built?) based on logic, and no matter how hard she tried to rationalize it, she could not understand Ben's obsession with a piece of worthless cardboard enough that he would waste the Omnirix's charge. It made about as much sense as Pyronites mating with Pisccuss Volanns or why this nation would make a con artist their leader. Trixie often wondered if she would have been better off taken by the Yautja just from looking at the Omnitrix's wielder.

"Someday, you'll be all mine," Ben spoke to the card like he was possessed.

Trixie was just about ready to tear the boy away from the display when the ground suddenly started shaking, taking even Ben's mind off of the gold card. A muffled thud echoed moments before the ground quaked each time, rattling the items off the shelves including the wide screen television that smashed at Ben and Trixie's feet. Sensing that the tremors were getting closer, Ben instinctively grabbed Trixie's arm and pulled her behind the display counter before the wall exploded inwards. Trixie laid flat on the ground with her hands over her head while Ben chanced a peek around the counter and looked up.

"Whoa," said Ben in amazement.

Dr. Animo had driven his way through the display of televisions riding atop his mutated frog like a bull. The sickly-looking scientist jumped down from his seat on his froggy steed, pulled out a dirty pillowcase, and started stuffing it with packaged machine parts. That was the moment when Ben decided to be the hero and jump out into the open before Trixie had a chance to warn him. Dr. Animo noticed the spry boy and leered through her red-lensed goggles.

"Hey, what do you think you're doing?" questioned Ben.

Rather than answer the boy's question, Dr. Animo snapped his fingers and his mutant frog lashed its tongue at Ben. The young Tennyson boy ducked his head out of the way in time, but the mutant's tongue whipped the display of boxes behind him and brought the whole thing tumbling down on top of him. Luckily, the display was only for empty boxes, so there was no harm done. Ben crawled out of the cardboard box avalanche and looked up as Dr. Animo loomed over him threateningly.

"Don't be a hero, kid," Dr. Animo warned. "Just run along and play."

Ben glanced down at the Omnitrix – it was still in Cooldown Mode from his stunt in the cereal aisle.

"You are so lucky I can't go hero," muttered Ben in annoyance.

Dr. Animo chuckled at the amusing threat and hoisted himself back aboard his mutated amphibian just as the store security started to show up.

"Freeze," the security worker said weakly, only just realizing there was a gigantic, four-eyed horned frog in the middle of the electronics section. "Get down off that giant…frog…thing and put your hands up." Dr. Animo scoffed and silently commanded his pet forward, leaping over the security guards and bouncing off to another section of the store. The security guard pulled out his walkie talkie, watching the pair go in disbelief. "Uh…we have a grab and dash in electronics. Male, five-foot-six, riding on a giant frog or-or toad – trust me, you can't miss him."

"Benjamin!" yelled Trixie, running over to the boy in worry. "Are you all right? What were you thinking going up against him while the Omnitrix is in Cooldown Mode?"

"We can argue later," said Ben hurriedly. "Where are Grandpa and Gwen?"

The other two Tennysons were in the pet section. Grandpa Max was looking over his handmade list scratching his head while Gwen played with a hamster in its cage. But the quiet moment was quickly ruined when Dr. Animo and his mutated monster hopped over the shelves and landed in the middle of the pet section with a heavy thud. She didn't know why, but Gwen was almost sure Ben had something to do with it – he always seemed to attract the biggest weirdos.

Dr. Animo turned the dial on his harness and his strainer bowl helmet blasted its red lightning energy towards the cages where Gwen was standing. Grandpa Max quickly dived and pushed Gwen out of the way before the energy could hit, instead zapping the little hamster inside. Only that little hamster busted out of its cage and grew to be eight feet tall with three smaller eyes surrounding its bigger eyes. Dr. Animo then did the same thing with the cockatiel in the hanging cage next to it, growing the small bird twelve feet in height with a large wingspan and razor-sharp talons.

"Arise to your full potential, my pet!" Dr. Animo shouted dramatically.

Ben and Trixie arrive moments later and come to a screeching halt when they see that that the mad doctor had expanded his ranks from one frog to a group of mutated monstrosities. The mutant cockatiel paced around the mad doctor while the mutant hamster climbed over the shelves, chasing after Max and Gwen, roaring hungrily.

"Oh man, what kind of pet food are they selling around here?" gaped Ben.

"I do not understand why humans need to inject humor into these types of situations," said Trixie astounded.

"Behold the genius of Dr. Animo," said Dr. Animo self-importantly, joined by his posse of mutants. "Nothing can stop me from getting what I deserve. Mark my words! Today, I will make history, or should I say, _pre-history_."

"If that's your way of telling us your evil plan," said Gwen, "then you might not be as smart as you think."

"Silence!" yelled Dr. Animo.

"If you hadn't used the Omnitrix's charge to go looking for that ridiculous card," Trixie whispered into Ben's ear, who looked down at his watch with a groan, "one of those aliens could have prevented us from becoming Cricetinae nourishment." Ben looked at the green-haired girl cluelessly; Trixie rolled her eyes exasperatedly. "Hamster food."

The mutant hamster in question took a thunderous footstep closer to the Tennysons and roared, splattering their shoes with slimy green mucus; Gwen would have been disgusted if she wasn't so terrified. The Tennysons screamed in a panic, spun around on their heels, and took off in the opposite direction. The mutant hamster leaped, already catching up with its human prey in only two pounces. The mutant monster crashed into Trixie and knocked her down, but Dr. Animo's pet seemed to care very little about her and went after the Tennysons instead. The mutated monstrosity didn't have very far to go; Ben and his family somehow ended up walking into a dead end literally only ten feet away.

Max pushed Ben and Gwen behind him and threw his arms protectively, staring down the eight-eyed hamster. The mutant pet roared and crouched low to pounce them when Trixie suddenly came up from behind and threw herself onto the hamster's back. The mutant hamster roared and tried bucking the green-haired girl off, but Trixie was holding onto clumps of the animal's fur for dear life.

"Trixie, get down from there!" shouted Max worriedly.

"Don't worry, I got this!" Trixie assured him. " **Accessing Aerophibian sequence!** "

Red and Yellow streaks replaced the green in Trixie's hair and the girl's eyes glowed green with vibrant energy. While the mutant hamster kept trying to buck the human Omnitrix off its back, even slamming itself into store shelves and knocking over the products, Trixie pulled herself up until she was staring directly at the monster's forehead. Trixie leered down and blasted her eye lasers into the hamster's skull. The massive mutant squealed when its limbs suddenly seized up and it fell over sideways; Trixie got thrown off and landed on a pile of flour – lucky her.

"Trixie!" Max, Gwen, and Ben cried out, running and helping her up.

"What did you do to that thing?" asked Gwen curiously.

"In ancient times, Aerophibians evolved to use their neuroshock blasts to paralyze their prey," Trixie explained. "I just applied the same method to that…thing. It will be several hours before it can move again."

"Uh-huh, that's right," Ben boasted, doing a little dance. "Even without aliens, not even giant hamsters can mess with Ben Tennyson!"

"Except Trixie did all the work while you were crying behind grandpa like a little girl," said Gwen tauntingly.

"Was not!" Ben yelled; Trixie sighed exasperatedly.

The all too familiar ground shaking returned as Dr. Animo hopped around from behind the shelves riding his mutant frog. The mad scientist immediately spotted his motionless pet mutant lying in a bed of dented cans and then at the Tennysons standing around the beast.

"You fools!" yelled Dr. Animo dramatically. "You cannot stop me! I will turn Washington D.C. into Washington B.C."

"So what you're saying is your evil plan is to go to the natural history museum and use your freaky gizmo to revive the dinosaurs?" said Gwen.

"What – how did you - ?" Dr. Animo sputtered in shock.

"You aren't exactly subtle," said Trixie bluntly.

Dr. Animo growled in frustration – very understandable considering two little girls figured out his evil scheme in only a few minutes. The mad scientist jumped off of his toad onto the back of the swooping cockatiel that flew by and flapped towards the ceiling, smashing through the skylight. Max threw himself over the children to protect them from the falling glass. The mutant frog didn't want to be left behind and bounced out through the broken skylight following its creator. Dr. Animo was gone and he left behind a trashed convenience store with a limp mutant hamster in the canned good section, but Regis the store employee looked surprisingly cheerful when he approached the Tennysons with the security team.

"You saved the store!" Regis said to Trixie in sweet relief. "If there's anything I can do to repay you, anything you want!"

"Well, now that you mention it – " Ben said wickedly, butting in front of Trixie. Thankfully, Grandpa Max pulled up Ben and walked away with Trixie and Gwen following him. "Grandpa! I was finally gonna score the gold Sumo Slammer card!"

"No time for that now, Ben," said Max, setting him back on his feet. "If what your cousin said was right, then we have to stop that nutjob Animo before he turns the nation's capital into a Jurassic nightmare."

Gwen laughed in his face as she passed and Trixie just shook her head in disappointment. Ben groaned and hanged his head, following everyone back to the Rust Bucket.

* * *

Catching up to Dr. Animo wasn't too difficult – I mean, how hard could it be to find a giant mutated cockatiel in the middle of Washington D.C.? Max's expert driving skills got them around the corner without losing speed and continued down the road while keep Dr. Animo trained on their sights. While Gwen was sitting in the back typing on her computer and Trixie waiting patiently for her to finish, Ben was, of course, pouting in the passenger's seat.

"Ah, just like the good old days before I retired," said Max reminiscently.

"So, exactly what kind of plumber were you, grandpa?" asked Gwen, raising a suspicious brow.

"I – uh – a darn good one," Max sputtered evasively.

"Plumbers…," Trixie hummed the world, touching her chin thoughtfully. "That word seems familiar…."

"They do have bathrooms in space, right?" asked Gwen.

"No, it has nothing to do with sanitary needs, Gwendolyn," said Trixie, her brow creasing like she was thinking very hard. "That word – I know it means something important, but I can't remember what. The answer must have been in the gaps in my memory banks. If I could just remember what…."

"Uh –hey, Ben, what's the matter?" Max asked his grandson almost too quickly, like he was purposely trying to change the subject.

"I save people all the time when I go alien," Ben complained, "and what do I get? Nothing. It's not fair."

"Being a hero isn't about others knowing you did something good," said Max sagely. "It's about knowing you did something good. Being a hero is its own reward."

"What? Were you reading greeting cards at the mega mart," Ben scoffed.

"Well, yes," Max admitted.

"Bingo!" announced Gwen suddenly. Ben and Trixie turned their attention to the redhead; Max was a responsible driver and kept his eyes on the road. "Five years ago, Dr. Aloysius James Animo was a promising researcher in veterinary science. But it turned out he was doing all these twisted genetic experiments and was mutating animals. And when he didn't win some big prize called the Verities Award, he flipped out."

"Any of this sounds familiar to you, Benjamin?" commented Trixie pointedly; Ben stayed silent and turned away.

Unfortunately, in the middle of their conversation, Dr. Animo had decided to cut time and went over the rooftops, effectively losing the Rust Bucket. But on the positive side of things, the Tennysons already knew where he was headed thanks to him spelling out his plan back at the mega mart. In less than ten minutes, the Rust Bucket parked outside the Natural History Museum and rushed up the stairway. The front doors had been busted open and the feathers littering the ground made it all the more apparent who was responsible.

"Stay close, everyone," Max warned them. "We don't know what Dr. Animo may be capable of."

"I can handle anything that creep throw at us," said Ben confidently.

"Which means Trixie will have to clean up after you – again," said Gwen.

Ben stuck his tongue out.

The Tennysons walked into the museum without running into any trouble and headed toward the dinosaur section without even spotting a single mutant or guard – the museum's security was severely lacking. They walked by the mammoth skeleton display when Ben notices a box sitting on the raised platform and picked it up. It was one of the stolen parts from the mega mart. And not much farther away, they spotted Dr. Animo tinkering with his harness. None of the Tennyson's said a word as they tried to sneak up on him, but the lunatic scientist somehow knew they were there anyway. Did this guy also have animal senses too?

"You are very persistent – I hate persistent," said Dr. Animo as he turned around.

"We all know about you and your freakazoid experiments, Dr. Animo," said Ben. "It's over."

"Oh, but it's only just begun," said Dr. Animo self-assuredly. "See, I only needed a few components to push my work into phase two: the reanimation of dormant cells."

"Uh…does this guy come with subtitles?" asked Ben; the science went completely over his head.

"He's talking about bringing dead creatures back to life," said Trixie knowledgeably.

"Precisely," said Dr. Animo proudly. "Breathing life into that which has long been lifeless. Allow me to demonstrate."

Dr. Animo turned the dial on his harness once more and electric beams of red energy shot from his strainer bowl helmet into the woolly mammoth display. The lifeless mammoth's eyes glowered red, its trunk honking like an elephant', and it took its first step off the platform. With each earth trembling step it moved closer to the Tennysons looking very angry.

"Behold the genius that is Dr. Animo," said Dr. Animo jubilantly before running away.

"That doesn't even make sense!" yelped Gwen. "That's not a real mammoth; it's just a display made of sandbags and cloth! It can't come back to life!"

"We can worry about the logic later," Max spoke very calmly. "Now would be a good time to go hero, Ben."

"No kidding," said Ben, pushing the button on the Omnitrix to raise its core. "You guys go after Animo. I'll take care of Jumbo."

Ben slammed his hand down on the core and exploded into the green light, physically morph into his new alien form. When the light died down, Ben had transformed into a nine foot tall orange and white tiger with a very muscular build, a single claw coming out of each of his wrists, and the Omnitrix symbol stamped on his white-furred chest. Gwen and Max gasped at the new alien, mostly because of its size and muscular mass, but Trixie looked away with a huge blush on her face (She didn't have the guts to tell Ben the Omnitrix made a glitch and that his alien form was naked).

"Let me tell you something, giant woolly mammoth that isn't really a woolly mammoth!" Rath screamed at the beast. "Rath is gonna tie that stupid trunk into a pretzel and then Rath is gonna body slam you into next week!"

"Why is he yelling like that?" asked Gwen.

"It's an unfortunate side effect of the Appoplexian DNA," answered Trixie. "Appoplexians are very open about their emotions, though their brain chemistry is generally hardwired toward blind rage and aggression."

As if trying to prove her point, Rath let out a powerful roar that caused many of the displays to tremble, rushed at the mammoth, and shoulder tackled the great beast in the trunk. The Mammoth was sent sliding backwards into a display case of very ancient and valuable-looking artifacts on the wall, shattering everything into a billion pieces. Before the revived animal could regain its footing, Rath rushed in, grappled the mammoth by its horns, and twisted them sideways to drive the mammoth into the floor. The aggressive Appoplexian then started to punch the living daylights out of the mammoth, and as much fun as it was to watch, Trixie, Gwen, and Max knew they had other business to take care of.

Leaving Rath to take care of the mammoth, Gwen, Trixie, and Max chased after Dr. Animo into the next room, quickly stopping when the mutated Cockatiel blocked their path. Trixie pushed her way in front of the group, holding out her arm protectively.

" **Accessing –** " Trixie started.

But she never had the chance to finish when the mutant cockatiel's wings swiped around in the blink of an eye, slapped Trixie across the face, and knocked her unconscious on the floor.

"Trixie!" said Max worriedly as he picked her up. He patted her cheek lightly; she was out cold.

The mutant cockatiel howled and took one monstrous step closer to them, making Gwen and Max take a couple steps backwards. At the time, Gwen just happened to notice the display of a caveman directly to their right and took the spear out of the model's hand. The redheaded Tennyson confidently approached the mutated avian as she twirled the spear in her hands with great coordination, making the Cockatiel twitch uncomfortably. Once she had reached a good enough distance, Gwen gripped the spear's end and slammed it down on the bird's head. The mutated avian squawked and stumbled deliriously, then Gwen went in with the finish blow by spinning around and breaking the spear across the cockatiel's face. Now in a panic, the mutated bird turned around and ran away with its tail feathers literally between its legs.

"Ben's not the only one with skills," said Gwen proudly.

Max threw the unconscious Trixie over his shoulder for the time being as he followed Gwen into the next room. Dr. Animo noticed them coming in and smirked before turning his makeshift machine on the gigantic dinosaur display in front of him. The red energy lightning struck the prehistoric skeleton, materializing flesh and sinew to fill in the empty space. Soon enough, the Tennysons were staring up and the hulking monster known as the Tyrannoaurus Rex, though several chunks of its flesh were missing, but that did nothing to take away its deadliness.

"Okay, that thing is made of plaster casts, not real dinosaur bones!" shouted Gwen, angrier that logic was taking a hit today rather than the man-eating monster coming back to life.

"Not the time, Gwen!" said Max as the T-Rex stepped down and roared hungrily.

* * *

Back in the other room, Rath was thrown clear across the chamber and smashed into a wall between a stegosaurus display and, for some odd reason, a wooden statue of a brown bear. The alien tiger man fell forward on his hands and knees, growling spitefully at the reanimated mammoth.

"Let me tell you something, wooly mammoth that isn't really a mammoth!" yelled Rath. "Rath does not like being thrown around! Being thrown around makes Rath angry! And let me tell you something, museum wall!" He turned his back on the mammoth and glared angrily at the cracked wall. "Rath does not appreciate being thrown into you!"

The reanimated mammoth blew its trunk, alerting the Appoplexian as it charged for the humanoid tiger again. Rath let out another bone-rattling roar, pivoting on his heel, and throwing himself to meet the mammoth halfway across the room. Rath punched the mammoth across the face with a clean right hook, making the mighty monster stumble, and threw himself over its horn to lock it in a chokehold. Unfortunately, the mammoth easily lifted the Appoplexian off the ground and tossed him into the air, sending him flying into the triceratops bone display. Rath rose from the ruined display wearing the triceratops skull for a hat before he ripped the material in half and howled at the mammoth angrily.

"Let me tell you something, wooly mammoth that isn't really a mammoth!" yelled Rath. "Rath is gonna punch you so hard, Rath will knock you back to the ice age!"

The reanimated mammoth charged at Rath again, but this time the Appolpexian waited for the beast to come to him instead of jumping straight into the fight. When they were close to one another, Rath reached out and grappled the mammoth's trunk and forced it down to the ground sideways. The Appoplexian turned, carrying the weight of the massive mammoth behind him, and spun around in circles until the furry beast was no longer touching the floor. After ten full rotations (and when Rath started feeling a little dizzy), the Appoplexian released his grip and flung the mammoth across the room. The massive furball slammed into the upper edge of the doorway, breaking off large pieces of stone that fell on the mammoth when it hit the ground.

But back with Rath, the tiger man was hobbling around dizzily and holding his hand over his mouth.

"Oooh…Rath thinks…Rath is gonna hurl," Rath groaned, before he felt the bile rise up to his throat.

* * *

Gwen and Max ducked underneath the T-Rex's tail before it slammed into the wall next to them. Dr. Animo climbed on the back of the dinosaur's neck and the two of them made their way to the exit with every earth shaking stomp.

"I'd love to stay," said Dr. Animo, "but I need to claim the award I so richly deserve."

The T-Rex lowered its head to fit under the entryway, but the rest of its body was too massive, so the walls crumbled around them as they made their exit. Max and Gwen could only stand and watch until they heard a familiar avian screech and spun around. The mutant cockatiel was back and it was not too happy to see Gwen again. The massive bird swooped down, closed its talons around the redhead's shoulders, and flew out of the museum with its prey screaming in its claws. Max wanted to chase after his granddaughter, but with Trixie unconscious, he couldn't very well leave her alone. So he went with the next best thing:

"Ben!" called Max.

The instant he heard his human name, Rath came from around the corner, dashed out of the hole, and leaped as high into the air as his legs could push him. Max watched them go with a worried expression until he noticed something that stood out among the rubble on the floor. It was an old newspaper clip; Max hummed in thought.

Back outside, Rath's excellent jumping skills allowed him to reach the mutant cockatiel and grab on to a bundle of its feathers, making the avian squawk in surprise.

"Let me tell you something, giant ugly mutant bird thing!" yelled Rath. "Rath may think Gen Tennyson is annoying and a dweeb, but Rath respects Gwen Tennyson and thinks she's pretty cool sometimes, so Rath ain't letting you take her away!"

"Did I just get insulted and complimented?" asked Gwen, raising a confused brow.

The mutant cockatiel flapped in place trying to shake off the alien tiger, but he was not letting go any time soon. But when the massive beast dropped into a dive-bomb, the Appoplexian's grip managed to rip up the clumps of feathers he was grasping and fell off, plummeting thirty feet to the ground. Rath crashed in the middle of the street, making a huge crater from the impact. It was very fortunate timing that the Omnitrix lost its charge only a few second after and not before, leaving Ben lying in the middle of the hole he created in his human form rather than as a splat on the ground. Ben climbed out of the crater with some effort and watched helplessly as his cousin was dragged off by the monster bird.

"No, Gwen!" cried Ben.

Grandpa Max and Trixie (who was holding a bag of frozen squid arms to her head) arrived in the Rust Bucket almost immediately.

"Somebody call for a taxi?" said Max.

Ben wasted no time jumping into the Rust Bucket before Max slammed his foot on the accelerator.

Meanwhile, Gwen had finally gotten over the sheer terror of being carried off by a giant, possibly flesh-eating bird and looked extremely peeved, cross her arms and glaring into nothingness.

"Spend the summer with your grandpa, honey," said Gwen is a sarcastic imitation of her mother's voice. "It'll be an adventure."

* * *

And while the Tennysons were scrambling to rescue Gwen from the clutches of the monster bird, Dr. Animo and his new pet Tyrannosaur Rex were stampeding down Independence Avenue, crushing cars into flat sheets of metal and smashing their way through every building that came in the path. Dr. Animo laughed as they stomped through the mega mart where this whole journey began and made the whole building come crashing down (Regis was on the opposite side of the street, curled up and crying into his hands).

"Ah, I do love my work," said Dr. Animo.

Neither the mad scientist nor the T-Rex noticed that the object of Ben's obsession, the golden Sumo Slammer card, had been lodged underneath the skin of the T-Rex's toe before they continued on their way.

* * *

The mutant cockatiel had moved Gwen from his talons to its beak and perched itself at the very tip of the Washington Monument. The way she was dangling so precariously from the monster's beak, and the way she was fifty feet from any solid ground, Gwen did everything in her power not to just wet herself right there. Just when – thought she would never say it out loud – she really wished Ben was around, an idea suddenly struck her. She remembered that she had packed a cellphone before leaving on their country wide trip, which she thankfully had the foresight to keep in her pocket.

"My mom said only use it in an emergency," said Gwen, whipping out her phone and hitting speed dial. "I guess this qualifies."

* * *

Max took a hard left down Pennsylvania Avenue, which was not good for Trixie's throbbing headache. They were in such a rash to find Gwen that Max wasn't paying attention to the road and nearly ran over the president of the United States (though he did manage to turn his wig into roadkill). Ben was biting his bottom lip nervously, keeping an eye towards the sky for any signs of Dr. Animo's pet monster.

"No sign of beak breath," Ben reported.

"There can't be that many places for a parrot the size of an elephant to roost," said Max. He reached over the dashboard and pulled out the newspaper clip he found at the museum. "Here, look at what Dr. Animo left behind."

Trixie reached past Ben, snatching up the paper, and looking it over. It was an old article about an award that had been given to some veterinary scientist and showed the winner shaking hands with the clinic president. Standing in the background was another man glaring at the award winner with suppressed contempt. Though he had brown hair tied into a ponytail and his skin was a normal tone, Trixie recognized this man to be Dr. Animo. Knowing that this might be a clue at what he was planning next, Trixie read the article aloud:

"'Doctor Kelly accepts Verities Award' – Dr. Animo said he was going to claim the award 'he so richly deserves'. Animo must be going after Dr. Kelly to take the award by force. We have to stop him."

"First thing's first," said Max. "We have to find Gwen." And as luck would have it, the phone of Max's dashboard rang and the caller ID showed that the number belonged to Gwen's cellphone. Max performed a risky U-Turn that nearly caused them to run into oncoming traffic as he accepted the call. They made a beeline to the Washington monument, which was thankfully close to where they were. "Hold on, Gwen, we're coming."

"I can't hold on much longer!" Gwen told her, panicking when the bird deposited her on the top of the building and flew off. "I'm stuck up – oh no, no, no!" Gwen scrambled for the cellphone as it slipped out of her hands.

The Rust Bucket comes to a screeching halt in the shadow of the monument. Ben, Trixie, and Max rushed outside just as Gwen cellphone smashed to pieces at their feet.

"Oh no, Gwen will be next," said Max worriedly.

Ben was trying to keep back the image of his cousin lying broken on the ground like her phone when he heard a sharp beep from the Omnitrix. He looked down at the watch and felt relief wash over him when the device's faceplate glowed green instead of red. Ben wasted no time raising the core and cycled through the aliens until he found the right one.

"Not if I can help it!" Ben declared. "It's hero time!"

He slammed down on the Omnitrix's core (which Trixie will remember to scold him for later), and exploded into the regular green light whenever he transformed. When the light died down, Ben's newest alien transformation resembled a red, humanoid manta ray with two black lightning bolts stripes coming down from his shoulders to the Omnitrix symbol on his chest, yellow horns extending from his nose, gills underneath his arms, and yellow patagium connecting from his wrists to the base of his tail.

"All right, Jetray!" said Jetray excitedly, then look to Max and Trixie. "You two hang tight, I'll grab Gwen."

And before either one of them could get in a word, Jetray blasted into the air at high velocity that nearly knocked Trixie's small body over. The manta ray alien moved faster than a speeding bullet, reaching the top of the Washington Monument and pulling his cousin off just seconds before her hands slipped. The redheaded Tennyson screamed at the sudden rush of motion until she realized that she wasn't falling, but that the ground was moving underneath her. Gwen craned her head over her shoulder and recognized the Aerophibian carrying her.

"Speed Bat," gasped Gwen.

"That's Jetray," he retorted.

"Whatever," said Gwen, really not wanting to argue names while flying fifty feet at mach-1. "Anyway, thanks for the save, but – INCOMING!"

Jetray turned back as the mutated bird swooped down from behind and snapped its beak at Jetray's tail, but the Aerophibian quickly pulled up and dodged at the last second. The mutant cockatiel curved around the air, flying in a direct course for Jetray. The Aerophibian pulled up sharply at a vertical angle, which scared the living daylights out of Gwen, and looped back around behind the Washington Monument with Animo's flying pet chasing close behind. Jetray did a quick barrel roll, let go of Gwen (her natural reaction was to panic in that moment), and stopped spinning to let Gwen land safely on his back so that he could focus on flying instead of trying to hold her up. The mutated flying monster glided in from the side and snapped its talon at the Tennyson cousins, only just missing when Jetray did a quick dive out of its reach.

"Watch the nails there, polly!" yelled Jetray.

The flying monster screeched and flapped harder to increase its speed; Jetray returned the favor in kind and folded his wings down so that he was moving faster. But unfortunately for Gwen, the human body wasn't accustomed to going at such speeds without some protective covering, making her stomach feel very uncomfortable.

"Ooh, I think I'm gonna be sick," said Gwen queasily.

"Spew on me and you better learn how to fly quick," Jetray threatened before pulling a sharp turn and headed back to the monument.

Meanwhile, Trixie was sitting at the top of the stairs at the highest floor of the Washington Monument with her legs pulled up to her chest and her hands on her knees, waiting patiently for her elderly guardian. Trixie had made it to the top of the monument less than five minutes ago, but Max was having a much harder time due to his age and size – they got separated somewhere on the after the four hundredth step. The human Omnitrix was patting her knees to a rhythmical beat of a television show she watched last night when Grandpa Max finally showed up, wheezing hard and sweating profusely.

"Are you all right, Maxwell?" asked Trixie curiously.

"I've…been better," said Max tiredly. "Would it…would it have killed…the founding fathers…to put in an elevator?"

"Well, technically there is an elevator," Trixie informed him, "but you were such a hurry to get up here, you failed to notice when we passed them."

Grandpa Max stared at Trixie hoping she was just joking, but that would imply that Trixie knew what a joke was; Max facepalmed. Though curious to why Maxwell was physically punishing himself with his hand, Trixie's head turned when she heard the screech of the mutant cockatiel through the open viewing window. Max heard it too and both rushed over, waving down Jetray and Gwen as they flew by the monument with Animo's pet chasing them. The Tennyson cousins saw them out the side of the monument, but Jetray looked back at the flying monster that was closing the distance between them every second.

"I can't shake cracker breath," Jetray told Gwen. "You're gonna have to trust me."

"Trust you?" Gwen repeated incredulously.

Without warning, Jetray stopped in the air and let Gwen fall forward off his back. Jetray snatched her up by her shoulders before she could fall too far, trying to block out the shrill screams from his cousin as he looped up into the air and went into a sharp dive on the side of the monument. The Aerophibian saw his grandfather holding out his arms waiting to catch them and dropped off Gwen in the split second when they crossed each other. Grandpa Max held on to his granddaughter with all his strength and Gwen felt relieved for the first time since the museum incident…until the mutant bird started flying towards them.

Dr. Animo's pet opened it beak to devour them, but three beams of green energy suddenly shot the cockatiel's chest from below, causing its wings to go rigid and slam face first into the monument wall. The giant bird plummeted to the ground with a loud crash as Grandpa Max pulled Gwen inside. Trixie stood up on her tiptoes and peered down the edge of the window, spying Jetray hovering a few feet below them; she was able to deduce that Ben had used the Aerophibian's neuroshock blasts to paralyze the bird just as she had done to the hamster.

"You guys okay?" asked Jetray.

"We'll be fine!" Trixie shouted. "Go stop Animo before he hurts anyone else!"

Jetray silently nodded in agreement and zoomed off into the night sky.

* * *

Kelly Industries was a small research company on the northeastern part of Washington D.C. near Ivy City. Despite it being late at night, the company still offered tours of the facility and the one in charge of the tour was the owner of the company himself, Dr. Kelly (mostly because he didn't have the money to pay for tour guides after he bought the building). The next stop on their little tour was the small trophy shelf Kelly kept in his company lobby, which he was very proud of.

"And here is my Verities Award," said Dr. Kelly, gesturing to the golden beaker trophy. "Of course, it was an honor just to be nominated with a distinguished group of scientists."

All of a sudden, the tour group struggled to keep their balance when the ground started to quake underneath their feet. They could feel that the tremors were originating from the outside and looked out the window to see a massive shadow growing closer toward them. The wall burst open and in came the mutated Tyrannosaurs stomping into the main lobby, crushing the receptionist's desk with its massive feet. The tour group ran like the wind when they caught sight of the living dinosaur and Dr. Kelly would have joined them if the T-Rex hadn't slammed its tail in the middle of his path, blocking him off from the group. The T-Rex snarled softly at the scientists, and then turned its head to present its creator.

"Kelly!" yelled Dr. Animo. "I believe you have something of mine!" He leapt off the T-Rex and snatched the golden beaker off the shelf with a deliriously happy grin. "I'd like to thank the committee for this honor!"

The mad doctor bounded back up to his pet dinosaur's neck with a delighted cackle. The mutated T-Rex stepped closer to Doctor Kelly and roared in his face, looking ready to eat him whole, when three beams of green energy suddenly shot the monster's head from the side, making the beast flinch but not fall. Jetray swooped in through the hole in the wall a moment later, only to fly directly into the T-Rex's sweeping tail. The Aerophibian bounced off the ground, hit the back wall, and fell forward with a painful groan. Jetray held his head, shaking off the brief dizziness, when he noticed something shimmering in the rubble nearby. It was the golden Sumo Slammer card – it must have fallen off the T-Rex's foot when it smashed through the wall.

"Whoa, I struck Sumo Slammer gold," said Jetray excitedly.

"Somebody help me!"

Jetray looked back at the scene with a gasp. Dr. Animo was holding his sworn rival by the teeth of his mutated monstrosity just moments away from ending his life. The Aerophibian looked between the endangered scientist and the golden Sumo Slammers card, and found himself faced with a moral dilemma. Letting the scientist would be bad, but he really wanted the Sumo Slammer card too. If he went after either one, he knew the other would be lost. Jetray took another look back and forth between the two, deciding which was worth saving: a human life or a super rare card…. The answer was so obvious that Ben actually felt ashamed he even had to think about it.

"Oh man, this hero stuff ain't easy," Jetray complained.

Jetray shot across the lobby; the force behind him caused the rubble to move and bury the card.

The Tyrannosaurus flicked the veterinary scientist in the air and opened its mouth wide as Dr. Kelly started falling. Before the dinosaur could snap its teeth, Jetray zoomed in and snatched Dr. Kelly out of the air. The mutated dinosaur roared after being denied a meal and Dr. Animo gritted his already damaged teeth.

"What are you, you little pest?" sneered Dr. Animo.

"I'm Jetray!" said the Aerophibian, dropping off Dr. Kelly near the entrance. "And I'm here to kick some tail!"

Dr. Animo turned the dial on his harness and blasted the Aerophibian with his transmodulator beam. Jetray zoomed out of the way, but the mad scientist followed the flying alien with her red energy beams, growling in frustration as the Aerophibian always managed to stay one step ahead of him. Jetray flew behind one of the pillars to block the transmodulator's beam while curling his tail around the bend to fire his own beam from the tip.

The neuroshock blast struck the mutated tyrannosaurus in its right eye, making the monster reel back, howling in pain. Dr. Animo struggled to stay on his flailing beast that he lost his grip on his prized Verities Award. The golden beaker smashed on the ground into many pieces; Dr. Animo jaw dropped in horror. And while the doctor was distracted by his great loss, Jetray swooped around the pillar, swept past Animo, and ripped the strainer bowl helmet right off his head.

"My transmodulator!" cried Dr. Animo.

Jetray smashed the helmet on the ground and blasted it with his eyes and tail for good measure. With the strainer bowl helmet now a puddle of goop on the floor, a red pulse went out and Dr. Animo's mutations all over the city returned to their normal state. The hamster, frog, and cockatiel were reduced back to their normal size, the mammoth became lifeless once more, and the T-Rex's dissolved until it was plaster cast. And unfortunately for Dr. Animo, who was sitting on the dinosaur when it returned to its normal state, he fell through the fake bones when the entire thing collapsed. Jetray swooped in close to inspect the wreckage; Dr. Animo groaned in his unconscious state, buried under heavy piles of plaster cast.

"Looks like your history, Animo," said Jetray; heroes always need one-liners.

* * *

The next morning, the police came to pull Dr. Animo out of the rubble before slapping the cuffs on him and the Tennysons were there to watch with smiles on their faces.

"Let me go!" screamed Dr. Animo, still trying to put up a fight even after he lost. "I deserve that award! I've got it coming to me! I WANT IT!"

The police officer rolled his eyes as he pushed the mad scientist into the back of his car; why did he always have to get the crazy ones? When the officer walked away, Dr. Animo glared through the window at Ben and the others. He knew they were responsible – they had always been there to ruin his plans. And that symbol on his watch looked it exactly the same as the one those aliens were wearing. Dr. Animo may have been crazy, but he was smart enough to put two and two together. Dr. Animo knew what he needed to do next, and he would have his revenge on the Tennysons.

"For some reason," said Ben as the squad car drove away, "that sounds kind of familiar."

"Gee, I wonder why," said Gwen sarcastically.

"I am sorry you didn't manage to collect your golden card, Benjamin," said Trixie. She brought something out from behind her back and held it out for Ben; it was a piece of Dr. Animo's transmodulator. "But maybe you would be satisfied with a trophy of your victory today."

"Aw, sweet," said Ben excitedly, accepting his trophy. "This is pretty cool, but I guess saving the city from Doctor Wacko is its own reward."

"Don't forget, you save me too," said Gwen, showing a little softer expression than she normally would with Ben. "Thanks."

"Yeah, well, that's what we heroes do best," boasted Ben. "Rescue dweebs."

"A dweeb, huh?" Gwen repeated with a knowing smirk. "I seem to remember you say I was pretty cool."

"What? That?" Ben sputtered. "That was – I was only kidding. I don't seriously think you're cool."

"Appoplexians only know how to speak the truth, Benjamin," Trixie informed him, smirking. "Despite your bickering, you actually like your cousin, don't you?"

Ben opened his mouth to retort, but he couldn't think of anything to throw back. Gwen and Trixie shared a laugh while Ben pouted and stared at the ground embarrassed.

* * *

Dr. Animo muttered to himself in the back of the police car as they hauled him to the prison outside of town since he was considered too dangerous to he locked up at police headquarters. The mad scientist fought against his cuffs uselessly before he gave up and threw his head back into the seat, glaring at the car ceiling.

"I swear, one day I will have my revenge," muttered Dr. Animo maliciously. "One day, they will know the wrath of doctor – "

And then without warning, the squad car's front tire exploded with an ear-splitting bang and they started swerving around the road frenziedly. The two police officers up front tried to regain control of the vehicle, but they brakes suddenly stopped working and the steering wheel locked up for some reason. Before any of them realized what happened, the squad car slammed bumper first into a tree on the side of the road, crushing the front of the car like a tin can. The police officers were lying across the dashboard with shards of in the windshield glass draped over the like blankets – it was impossible to tell if they were alive or dead. Dr. Animo survived in the back of the car thanks to the separating cage, but hissed at the bump where he hit his head.

Before Dr. Animo had time to think about what happened, a reptilian hand grabbed the edge of his door and ripped it off the car's hinges. Dr. Animo yelped in a fright and scooted away to the other side of the backseat. The creature crouched lower due to size and Cetanu peered through the opening.

"Dr. Animo, I presume?" asked Cetanu.

"Who are you?" Dr. Animo spoke in a panic. "What do you want?"

"Who I am is a friend," said Cetanu cryptically. "And what I want is the same thing you do: to destroy that boy that meddle in both of our plans. I think we could help each other, but only if you are willing." She offered up one of her scaly hands. Dr. Animo stared at the appendage – his moment of fear now over – and looked up at Cetanu's mask in curiosity. "So…are you interested?"

* * *

 **Next episode: Krakken**


	4. Krakken

**Episode 4: Krakken**

It was a peaceful night under the starry sky in the wide open forest where the only sounds came from the chirping of the wild crickets. A soft mist rolled over the surface of the murky lake, illuminated by the light of the full moon. A true picture of tranquility could not have been –

"CANNONBALL!"

And par the course, Ben Tennyson destroyed what little peace this small forest lake had as he slammed into the water, splashing in every direction. He surfaced after a moment, spitting out water and feeling very proud of himself.

"And the judges scores," said Ben, imitating a competitive commentator. "Yes! Perfect ten! The crowd loves him!" And he started imitating his own cheer section.

Meanwhile, back on the shore, Gwen looked less than impressed with her cousin. It had been very late when they arrived at the lake and everyone was very tired from the long journey, especially since they took down Dr. Animo and his mutant pets just yesterday. When they were leaving Washington D.C., they saw the news that Dr. Animo had escaped while they were en route to prison, killing two officers in a car crash. Claw marks found on the scene led investigators to believe that one of Animo's mutations had busted him free and now he was on the loose and possibly more dangerous than ever. Grandpa Max suspected that Animo might come after them for revenge, so he kept driving for hours without stopping until they reached this remote lake close to a no-name port town on the edge of North Carolina. Grandpa Max and Trixie went to sleep immediately; Max because he was tired from driving all day and Trixie because she was just tired of listening to Ben complain all day.

"How can you be so calm?" asked Gwen exasperatedly. "Dr. Animo is out there somewhere, you know, and he's probably looking for us right now. Aren't you the least bit worried?"

"Nah, I can totally kick his butt," said Ben confidently. "C'mon, dive in! The water's great!"

"Please, who knows what nasty, slimy things are slithering around in there," said Gwen, sweeping her flashlight around until she stopped on Ben. "I rest my case."

"What's the point in camping by a lake if you're afraid to get wet?" said Ben, splashing his cousin.

"Hey, knock it off, you midget!" Gwen complained; her favorite (and only) shirt was soaked now.

The redhead Tennyson started walking back to the Rust Bucket when she heard her doofus cousin splashing around frantically.

"Hey," coughed Ben, looking like he was struggling to stay afloat. "What – what gives?"

The shorter of the Tennyson cousins finally went under. Gwen rolled her eyes; obviously he was just trying to pull one of his pranks to rile her up.

"Very funny, Ben," said Gwen irritably, but nonetheless walked back to the dock. "I'm not falling for it." But after a full minute passed and her dweeby cousin still hadn't come back up for air, Gwen started to get worried. "Ben? Ben, this isn't funny anymore. Get back up here right now, doofus, or I'm telling grandpa."

And something did rise from the depths of the lake, but it most certainly wasn't scrawny little Ben. The beast that arose stood twice as tall and twice as broad as the Tennyson boy covered from head-to-toe in bundles of moss and other plant-life. Gwen screamed with fright and started walking backwards as the lake monster approached her, ungracefully tripping over her own feet and falling on her butt. Her flashlight clattered on the ground and shined its light on the lake monster…and the light reflected off its chest and back into Gwen's eyes. _Okay, that's weird_ , Gwen thought.

Gwen held her hand up to shield her eyes and narrowed them in concentration, realizing immediately that she had been made a fool of. That was no lake monster – it was Ben transformed into Diamondhead wrapped into seaweed.

"Ben?" said Gwen angrily.

"You should have seen the look on your face," Diamondhead laughed, tearing the seaweed off his head. "Ha! Priceless!"

"You are so busted when I tell Trixie," Gen told him, glaring as she stood up and walked away. "She'll turn you into Pesky Dust for a week."

"Totally worth it," Diamondhead cackled humorously as he pulled off the remainder of the vegetation. "I can't believe she fell for it. A monster in the lake. How dumb can you be?"

It was at that moment Diamondhead heard something bubbling in the water behind him. The Petrosapien turned around; maybe a fish had been attracted to the light glittering off his silicon body. But when the lake surface exploded and the beast rose from the water, Diamondhead was quick to assume that it was no fish – at least not one he had seen before.

Diamondhead couldn't see the monster directly because it was too dark, but he could tell that the lake creature effortlessly dwarf him by a good twenty feet and had long, slithery tentacles coming out of what he assumed to be its head. The lake monster stared him down for a while until the shadowed beast snapped one of its tentacles at Ben, wrapping around his waist and lifting him up out of the lake. The monster twirled the Petrosapien around the air through several rotations – Diamondhead felt like he might start puking up gemstones – before it flung him into the deeper parts of the lake with a thunderous splash. Though still slightly disoriented, Diamondhead managed to scramble his way back to the surface with a heavy gasp of breath. The Petrosapien looked around quickly searching for the lake monster when its tentacle suddenly sprung out of the water behind him, wrapped around his torso, and dragged him down.

Diamondhead struggled in the monster's grip as it pulled him deeper to where the water was darkest. Just when he started to consider cutting his way out, the tentacle spun him around and Diamondhead was suddenly staring into the biggest blue eye he had ever seen in his life – it was just as big as he was. Diamondhead unintentionally gasped, letting out all the air he had been saving.

Now more desperate than ever to escape, Diamondhead expanded several shards from his arms that cut into the monster's tentacle. The lake beast released him with a muffled squeal and Diamondhead used this opportunity to swim back to the surface. The Petrosapien breached the water quickly and wasted no time paddling to the shore where the lake monster couldn't reach him.

He made a dash for the Rust Bucket, threw open the door, and poked inside, not considering that his shoulder spikers were cutting into the corners of the doorway. Grandpa Max, Gwen, and Trixie had all been asleep, but Diamondhead's roughhousing wake them up effectively enough; Gwen glared at her doofus cousin and Trixie would have done the same if not for the raccoon-themed sleep mask she picked up in Washington.

"I…was just attacked…by a giant lake monster," Diamondhead panted; Gwen threw one of her pillows at his face.

"Hello, current events," said Gwen tiredly. "You already got me with that one."

"But I'm not kidding this time!" Diamondhead argued desperately. "I really did see a lake monster!"

"C'mon, champ, jokes over," said Max, stifling a loud yawn.

"But – I – " Diamondhead sputtered.

" **Initiate Omnitrix Deactivation sequence – Code 10,** " Trixie mumbled sleepily. The Omnitrix beeped and Ben flashed back to his normal form. "There. Now please go to sleep already. Maxwell wants us to get up extra early tomorrow for our fishing trip and this human body requires sleep to function properly."

Ben frowned. Why wouldn't anyone believe him?

* * *

They walked into the small fishing town early the next day, just as the sun was starting to peek over the horizon. There wasn't much to look at in terms of tourism; everything was just mostly old wooden buildings and a bay filled with different types of fishing boats docked along the water. Trixie stifled a yawn with her hands and struggled to keep her eyes open. It seemed that her human body still hadn't fully rested like it should have; perhaps it was attributed to the collective alien sequences she accessed back in Washington. Or it could have been because Ben had kept them up all night trying to convince them of his so-called lake monster.

"No, really, it was humongous with huge eyes," Ben told them for what must have been the hundredth time.

"I'm sure it was just some kind of big fish, that's all," said Max.

"Yeah, so give the mega fish story a rest, will ya, captain dweeb?" said Gwen, rolling her eyes at him.

"You believe me, right?" Ben asked Trixie.

"In a word: no," said Trixie simply.

Ben glowered and trudged ahead of the rest of his party, reaching the end of the dock where he found a lone bucket sitting out of place near the water's edge. Inside were millions of slimy, pink worms that were still crawling around the sides of the bucket. That gave Ben a sinister idea.

Grabbing a handful of the creepy crawlies, he subtly walked back up to Trixie and held the wad of slimy worms directly in her face.

"Breakfast?" asked Ben, cackling wickedly.

From his experience with girls, he knew that they were easily grossed out by bugs and worms. So it was a surprise when Trixie not only failed to react the way he had hoped, but she took the wad of worms out of his hands and stuffed in her mouth. Trixie took her time chewing the worms before she swallowed them down. Both Ben and Gwen, who had been watching the scene play out, had to slap their hands over their mouths to stop themselves from vomiting.

"Thank you, Benjamin," said Trixie sincerely. "That was very kind of you to offer."

"Ooh, that is so nasty," Ben groaned.

"And I thought grandpa's appetite was disgusting," said Gwen, grimacing. "What's with the bucket of slimies?"

"Bait," Max answered simply.

"Yeah, well, I think I'm going to pass on the fishing things," Gwen announced, turning around and power walking as far away from the dock as possible. "I'll stay here and catch some sun instead."

"Okay, but you don't know what you're missing," said Max understandingly.

"I'm pretty sure I do," said Gwen, waving them off.

With the redheaded Tennyson gone, the remaining three continued down towards the end of the dock where Max said a boat was waiting for them. Ben and Trixie were expecting something like and old, wooden fishing boat like the others around the port, so you could imagined how surprised they were to see a slick, silver and orange painted research vessel was waiting for them on the other side. The boat looked like it was equipped with a lot of advanced equipment including a satellite dish and on-board computers. There was a single word painted in black on the side of the vessel: **_SATURDAYS_**

When they reached the research vessel, the Tennysons found that there were already three people on board putting the final touches on their boat. One of them was a tall and well-built African-American man with a streak of white down the middle of his black hair and one of his eyes was blinded with a single scar running down it. On the other side of the boat tinkering with the computers was a tall and attractive-looking woman with pale-blonde hair that looked almost white. And sitting in the back of the boat playing with his phone was a boy around Ben and Trixie's age with dark-tan skin and a mess of black hair similar to the older man, but a shock of white-blonde hair like the woman. All three of them were wearing similar uniforms with a orange and black color scheme.

"Doc, old pal, it's been too long!" Max greeted the man. "How've ya been?"

"Well, I don't believe my eye," said the man called Doc, laughing joyfully when he saw Max. He stepped out of the boat and embraced the elderly Tennyson like an old friend. "It has been way too long since we last saw each other, my old friend. What's it been, ten years now?"

"At least," said Max, placing a hand on the children. "This is my grandson, Ben, and this is his uh…friend, Trixie. Ben, Trixie, this is my old friend, Dr. Solomon Saturday."

"You can call me Doc," said Doc. The woman and boy walked up next to him. "This is my wife, Drew, and my son, Zak."

"It's a pleasure to finally meet _the_ Max Tennyson," said Drew with a humorous chuckle as she shook hands with the elderly Tennyson. "My husband wouldn't stop talking about how great you were ever since we got your call that you would be in the area. I swear, if I didn't have him wrapped around my finger, I'd think he'd go running off with you in a heartbeat."

"Don't say things like that in front of Max, Drew," moaned Doc childishly.

"Exactly how do you two know each other?" asked Trixie suspiciously.

"Um…it's a really long story," Max excused quickly. "Thanks again for letting us borrow your boat to go fishing while you're here doing your research. I hope we don't cause you too much trouble."

"It won't be any trouble at all," said Doc. "Anything to help out an old friend."

"What are you researching?" asked Trixie curiously.

"We're studying the lake-bottom sediments and how it can be affected by climate change and their catchment areas," Drew answered immediately.

"Wow, that sounds so…boring," said Ben grumpily.

"Tell me about it," said Zak in the same bored tone.

"Okay, that's enough, you two," said Doc. "Everybody on board. We're burning daylight and we have a whole lot of water to cover."

Max and Trixie boarded the boat with Doc and Drew immediately, but the two boys hanged back for a moment. Ben and Zak shared a similar pathetic look with one another before they sighed in unison and stepped on the boat as well. In only a few minutes time, the crew of six were sailing into the middle of the wide open lake. Doc concentrated on steering the boat through the water while Drew monitored the various computers and sonar scanners. Trixie also looked at the equipment in curiosity, being smart enough to realize they wouldn't need this much technology just to collect sediment samples, but Drew kept jumping in the way before she could get a clear view of what they were for. Zak was hanging out in the back of the boat, tilting his head back and staring aimlessly at the sky while Max hanged out with Doc near the front.

"So, think there's anything…interesting to catch out here, Doc?" asked Max.

"You could say that," said Doc, sounding almost teasing. "There's always something…interesting to be found under the water. But uh…is your grandson okay, Max? He looks like he might start to keel over any moment."

Max looked directly to his left and realized that his grandson was indeed in an awkward position, leaning over the edge of the boat like he was about to throw up. The elderly Tennyson patted Ben's back soothingly. He didn't think that Ben could get seasick.

"Ben, are you okay?" asked Max in concern.

"Yeah, I'm fine, grandpa," said Ben, coming up and looking perfectly fine. "I'm just keeping an eye out for the lake monster. That thing's not taking me by surprise this time." Max and Trixie exchanged looks of disbelief behind his back. But at the same time, Ben spotted something getting closer in the distance; it had a wide body and a long neck that Ben had seen before. "There it is!"

Trixie rolled her eyes from her side of the boat, but Zak and Drew reacted unnaturally fast at the moment Ben cried lake monster. The two Saturdays leaned over the edge of the boat on either side of Ben and Max as they approached the shape…only to realize once they were close enough that the "lake monster" was just a tree branch with an empty tub. Drew let out a sigh that sounded almost depressing and went back to her monitors while Zak snickered at Ben.

"Ooh, scary," said Zak tauntingly. "Look out everyone, the big scary Krakken might gobble us up."

"Hey, it was a mistake," Ben retorted. "Anyone could have….Wait, how do you know what it's called? I never heard anything about a Krakken?"

"Uh…," Zak stammered, looking at a loss for words.

"Zak…," said Doc warningly.

"What's a Krakken?" asked Trixie curiously.

"Oh, it's nothing, just an old sailor's tale," said Drew calmly. "Legend around these parts is that there's a giant monster called the Krakken that lives in these waters. There have been dozens of unconfirmed sights over the past several decades, but no one has ever been able to provide proof that the Krakken actually exists. Of course, the Krakken is only just a myth – there's no such thing as a giant sea creature living in the lake. Right Zak?" she asked him, almost as if telling him to agree with her.

"Yeah, right," said Zak, a little too quickly.

"But everyone always say that aliens aren't real either," said Ben insistently. "But I can prove that – "

"Okay, I think that's enough of that," said Max swiftly. "Now, Ben, this is a fishing trip, not a monster hunt. Let's just enjoy a nice relaxing boat ride and maybe we'll reel in a good haul for lunch."

But the young Tennyson boy glowered at his grandfather, stomped to the back of the boat, and took a seat with his arms crossed in a loud huff. Trixie watched the Omnitrix-wielder throw his tantrum until she noticed the look that Drew was throwing at her son. It looked like she was silently scolding him for talking too much. And then there was exchange of concerned expressions between Max and Doc near the front. That all but confirmed what Trixie was thinking: they were hiding something.

The Tennysons and the Saturdays traveled further into the deepest parts of the lake, both sides seeming to be very deflective and defensive since their discussion of whether or not the Krakken existed. Ben continued to argue that the Krakken was real and that he had seen it last night, but it seemed like Max and the Saturdays were trying to block it out. Though whenever Ben mentioned the lake monster, Trixie noticed, the Saturdays seemed to become physically agitated, especially Zak, who looked like he wanted to say something but couldn't. Grandpa Max and Doc Saturday also seemed to be spending a lot of time up front, whispering to each other so the children couldn't eavesdrop on them. It was all so suspicious and the Krakken seemed to be at the center of it, whether it existed or not.

They were reaching the edge of the cove where the lake opened into the ocean when Doc noticed something out of place in the water and stopped the boat. The Tennysons and the Saturdays leaned over the edge, trying to see why they suddenly stopped moving. A row of buoys tied together with police tape cut off the lake from the outer waters.

"What in the name of Tesla?" said Doc in confusion. "That shouldn't be there. What's going on?"

"It looks official," said Max. "Maybe we should turn back."

"We have permission from the government to examine this lake," argued Drew. "Something else is going on around here?"

"Research vessel, stop where you are!"

The Tennysons and Saturdays looked off to the side as another ship pulled up alongside theirs. It looked similar to the boats used by the coast guard with a giant logo on the side with the initials **F.O.F.** The three men on-board the ship were in bluish-green jumpsuits with the same logo on their chests and the one at the bow – possibly the leader – had short brown hair with a goatee.

I am Jonah Melville, the founder of Friends of Fish," said Jonah. "We've closed this section of the lake for an environmental study. You'll have to turn your boat around."

"I'm Doctor Saturday and we've also come to examine the lake for research purposes," said Doc, staring down Jonah suspiciously. "Our research is being authorized by the North Carolina Department of Environment and Natural Resources. Who gave you permission to quarantine the lake?"

"That would be the boys back in Washington," said Jonah with a cocky grin. "If you'd like, I could bring you the paperwork later in the afternoon, but for now you're going to have to turn back."

Doc glared at Jonah, clenching his fist like he wanted to punch him in the face, but quickly calmed down when Drew placed a hand on his broad shoulder. Doc looked to his wife for a moment and sighed in defeat. He walked back to the ship controls and started the engines up again. Zak growled angrily at Jonah and Ben watched the scene in disbelief.

"Wait, that's it? We're just giving up?" Ben complained. "But what about the Krakken?"

"The Krakken?" Jonah repeated with an amused chuckle. "Not that old fish story. Look, I'm a marine biologist, and anybody who tells you they've seen a monster in this lake is casting without a hook."

"Just because you haven't seen it doesn't mean it isn't real!" snapped Zak, much to the amusement of Jonah and his partners when they walked back under the deck. Zak crossed his arms and scowled. "They think they know everything when they don't."

"You believe in the Krakken too?" Ben asked hopefully. "Have you ever seen it?"

"I've…seen a lot of strange things," said Zak, purposely avoiding the topic.

Zak walked to the back of the boat to join up with his parents while Ben and Trixie shared suspicious looks with one another.

With great reluctance, Doc Saturday turned his research vessel around and followed Jonah's boat back towards the harbor. You could visibly see the frustration rolling off of him in waves; Doc was not one who enjoyed being derailed in the middle of his work, nor did any of the Saturdays – Zak in particular looked like he could burn Jonah's boat with a glare. But during their course, something on the Saturday's radar pinged and Drew rushed over to the machine in the blink of an eye. A single dot was flying across the screen at an incredible rate.

"We've got incoming!" shouted Drew.

Ben, Zak, Trixie, and Max leaned over the side of the boat before Drew joined them, staring st the water behind them. A fin breached the surface, cutting a path through the water.

"Is that the Krakken?" asked Ben.

The fin dripped back underneath the murky waters and the Tennysons and Saturdays waited in silence. Eventually, the boat rumbled underneath their feet and everyone saw the silhouette of something three times bigger than the Saturday's ship passing under them, much too larger to be anything natural. The shadow slipped by, knocking them around by the residual waves, and moved swiftly inland.

"It's headed for the docks!" shouted Drew.

"Gwen/Gwendolyn!" Max, Ben, and Trixie said in unison.

* * *

Back on the harbor, Gwen Tennyson let out a contented sigh as she swung her legs back and forth over the edge of the docks. It had been a full thirty minutes since she had to deal with freaky aliens, mutated monsters, or just Ben in general – that had to be a new world record. A small part of Gwen…okay, a large part of Gwen wished she could spend more time away from her dweeby cousin and the freak shows that seemed to follow him. Admittedly, her summer wouldn't be half as exciting without him and the Omnitrix, but even she needed some alone time.

"Ah, finally, a little sun" said Gwen, taking a deep relaxing breath. "And with my big-mouthed cousin nowhere in sight, I can just lay back and relax." She tilted her head back and closed her eyes, taking in the peaceful sounds of the lapping lake waves. Unfortunately, the sweet musical sounds were overwritten by an annoyingly loud horn just off the shore. Gwen grimaced and looked out into the lake, spying two boats coming in, one of them belonging to the Saturdays. "Ugh, again. How many times does that doofus think I'm gonna fall for this?"

Just when she thought her cousin couldn't get any more annoying, the water suddenly rose up and a massive beast emerged from the lake, casting an imposing shadow over the redheaded Tennyson. Gwen had to tilt her head all the way back just to see the beast with its leathery green skin, its mouth of golden teeth, and the two tube-like tentacles coming out of the side of its jaw.

Before Gwen could even find the wits to so much as scream, the Krakken fell forward and smashed the docks underneath its weight. The pedestrians that had been standing on the docks were flung into the water, including Gwen. The redheaded girl coughed violently when she breached the surface and turned slowly in the water, biting back a panic cry that threatened to leave her lips.

"That not Ben…," muttered Gwen fretfully.

* * *

Back on the Saturday's boat, Drew was watching the lake monster through her binoculars as it gave a fearsome roar.

"Looks like we found our Krakken," said Drew, lowering her binoculars. "Doc, see if you can pull us in closer."

"Already on it," said Doc, spinning the boat wheel until they were pointed at the beast.

"Are you sure that's a good idea?" asked Trixie.

"We won't be able to help it without getting close to it," answered Zak.

"You wanna help the Krakken?" said Ben aghast. "What about those people?"

"We won't be able to reach them in time," said Doc seriously. "Ben, can you turn into one of those aliens in the Omnitrix before the Krakken turns them into chum?"

"Wait, how'd you know about the Omnitrix?" asked Ben in surprise.

"We'll explain later," said Max, turning his grandson around by the shoulder and looking him straight in the eye. "Right now, someone needs to save those people, and you're the only one that can do it."

Ben wanted to argue with his grandfather and understand just how much the Saturdays knew about the Omnitrix, but the Krakken's roar made him bite his tongue.

The young Tennyson boy threw himself over the side of the boat and landed in the water with a splash. Ben activated the Omnitrix and turned the dial until he reached the silhouette of the Polar Manzardill.

"Arctiguana is gonna chill you out!" said Ben confidentially. But when he slapped down the core and exploded into the green light, he found out that he wasn't a Polar Manzardill, but a Citrakayah. "What gives? I said Arctiguana, not Fasttrack! Stupid watch!"

"I keep telling not to slam down on the core!" yelled Trixie indignantly. "Why don't you ever listen?"

Ben couldn't argue back – not because he couldn't think up an excuse; he was Ben Tennyson for cry out loud. No, he was too busy watching the group of innocent bystanders paddling away from the Krakken, including Gwen.

"Well, here goes nothing," said Fasttrack.

The Citrakayah started paddling as fast as his powerful arms could push him, which was really fast even though he was being slowed down by the current. Fasttrack kept pushing faster and faster without noticing that he was steadily climbing out of the water until he was treading along the surface. When he realized this, Fasttrack nearly lost his balance from the shock, but quickly straightened himself and stayed super focused on keeping himself above level. Once he finally got the hang of this water running thing, Fasttrack sped up and zoomed across the lake in record time.

No matter how hard Gwen tried to paddle, the Krakken cut through the water like a knife and was on top of her within seconds. The lake monster reeled its head and snapped its teeth over the redheaded girl, but a blur of blue motion zoomed through at the last second and snatched Gwen out of the water. The first thing Gwen did was take many deep breaths, trying to control her rapidly beating heart, then looked gratefully up at her Citrakayah savior. Everything moved so fast that Gwen only realized Fasttrack had brought her back to the shore when he set her down safely in the sand.

"You okay?" asked Fasttrack.

"I think so," said Gwen, albeit a little shaken. "Thanks for the save." Fasttrack nodded as a response and zoomed back into the water, but not before splattering her with wet sand. "Hey, you did that on purpose!"

Fasttrack zipped back and forth through the water, picking up the struggling pedestrians as the Krakken's webbed hands loomed over their heads. The lake monster looked confused when the humans suddenly started disappearing after the blue blurs passed over them, its brain slowly processing that the strange cat-like creature it spotted earlier had something to do with it. But while Ben was zooming around saving lives, Jonah and his Friends of Fish group seemed more interested in self-preservation.

"Get us out of here!" shouted Jonah.

The crewmen pushed their ship to turn at full speed just as the Krakken pulled another boat out of the water. The Krakken noticed Jonah's ship fleeing out of its peripheral vision, gave a furious shriek, tossed the boat over the side, and dived down to chase after them. The Krakken easily cught up to Jonah's boat and emerged in the middle of their escape route within seconds. The lake monsters slammed one of its tentacles into the water, creating a large wave that nearly knocked their boat over and forced Jonah and his accomplices to cling to the guardrails for dear life. The Krakken approached the Friends of Fish boat and raised one of its webbed hands when –

"Hey, Krakken, over here!"

The lake monster turned its head at the noise as the Saturday's research vessel drove between the Krakken at Jonah's boat. Zak stood on the bow of the ship with his mother standing behind him far enough to not intimidate the Krakken, but close enough to be able to jump to Zak's aid if needed. Doc stood back behind the wheel while Grandpa Max pulled Trixie back by the shoulders to keep her away from the monster.

For a moment, Trixie considered using her connection to the Omnitrix to access one of the aliens and freeze or burn the monster to death, especially when it was looking Zak directly in the eye. But then Zak retrieved something from his pocket that looked like a hawk's foot.

The skunk-haired kid raised the hawk's foot in the air, mysteriously stretching its talons, and a faint orange glow appeared not only around the claw, but in Zak's eyes as well. Zak and the Krakken stared down one another until the same orange glow appeared in the Krakken's eyes as well. Whatever he was doing, it seemed to be calming the lake monster down as its body became noticeably relaxed. When they were no longer under threat of attack, Drew walked up behind her son and asked:

"Do you know what's wrong with her? Why she's suddenly attacking people?"

"She feels…angry…and upset," said Zak with a slight hesitation in his voice like he was reading something difficult. "She's looking for something…she lost something – no, something was taken from her. She's very mad and wants it back."

"And how do you know that?" asked Trixie, looking genuinely horrified. "Are you using…m-m-magic?"

"Shush, I'm trying to concentrate!" Zak retorted, grimacing as his connection with the monster started to weaken. "I think I can see what she wants. I looked…faint…but I think I can make it out. It looks like a – "

But before Zak could get a good look at whatever was inside the Krakken's head, Fasttrack suddenly zoomed in and punched the lake monster cleanly across the face. The Krakken fell back into the water with a thunderous splashed, breaking Zak's connection with the beast, while Fasttrack zipped safely back on the boat. Zak gaped in horror, and then glared at the Citrakayah.

"You idiot!" Zak roared. "I almost had it? Why'd you have to do that?"

"That's a weird way of saying thanks," said Fasttrack, exchanging glares with Zak.

"Uh, guys!" yelped Trixie, pointing off to the side.

The Krakken emerged on the opposite side behind Jonah's boat and roared even angrier than before (no thanks to Ben's poor sense of timing). The massive water beast leaned in close to the front of the Friends of Fish ship as its tentacles grabbed either side of a tarp and ripped it apart, revealing a crate marked CANNERY. The Krakken started to drag the crate over the edge of the ship.

"No you don't!" yelled Jonah.

The founder of Friends of Fish threw himself against the crate and tried to drag the box back into the boat, which seemed very pointless considering the Krakken was at least fifty times stronger than he was. Seeing that the man was about to be pulled overboard, Fasttrack make a quick trip to the Friends of Fish boat and zipped up to the Krakken's tentacle. He pounded the lake monster's appendage with a blurred barrage of punches and kicks, doing a surprising amount of damage to the point where the monster's tentacle started to show early signs of bruising. When the numbing pain finally started to get to it, the Krakken released its hold on the crate and pulled back; Jonah and the crate where tossed unceremoniously across the deck.

The Krakken roared with great fury as it dived for the boat, but Fasttrack intercepted the lake monster at the bow, striking it with another set of blurred hits in the underside of its jaw. With one final punch to the mouth, the Citrakayah was able to knock the Krakken onto its back and watched it sink into the depths of the lake.

Fasttrack watched the bubbles touch the surface until they stopped and the Krakken did not emerge for another attack. The Citrakayah sigh in relief, flapping his hands – punching that Krakken, while impressive, was a very painful experience; it was like trying to punch a solid steel wall with your knuckles.

"Thanks for the hand, stranger," said Jonah appreciatively as he came up to the alien hero

"What was so important in that crate that you'd risk your life for it?" Fasttrack questioned, glaring at the man.

"Um…our lunch," said Jonah.

"You almost got munched on for a few sandwiches?" hissed Fasttrack.

There was no way he was dumb enough to believe such a sad excuse for a story. After just staring down a Krakken – which he now confirmed without a shadow of a doubt was real – he could honestly say that there was something they were trying to keep from him and that the Krakken was somehow involved. But before he could interrogate he men, the Krakken's tentacle suddenly jumped out of the water, grabbed the crate, and pulled it into the lake. Fasttrack approached the edge ready to dive in after them when he heard the Omnitrix beeping in his ear.

"Uh-oh, sorry, gotta run!" Fasttrack apologized quickly before he took off, leaving behind the stupefied men. He made a direct course for the Saturday's research vessel as the countdown timer beeped faster. "Almost there…. I think I'm gonna make it – "

He didn't. The Omnitrix timed out and Ben returned to his normal human form in a flash of red light while still going at Fasttrack's full speed. The young Tennyson boy bounced across the water surface like a skipping stone until he splashed only a few feet away from the ship. Ben came back up to the surface practically coughing up a lung when a hand reached out to offer assistance. Ben looked up and saw Zak smiling, although it a somewhat teasing sort of way.

"Need a hand, dude?" said Zak.

"Thanks, dude," said Ben appreciatively, accepting the hand and was pulled aboard. Trixie came up behind him and threw a towel over his shoulders, but Ben's mind was more preoccupied with something else. "What happened to the Krakken?"

"It got away," said Doc, watching the water beast slither under the waves through his binoculars. "But I get the feeling that this won't be the last time we see her. She wants something, which means she'll be back."

"And just how do you know all this?" asked Trixie. For the first time since they've known her, the human Omnitrix looked frantic with her eyes bulging and her fingers getting tangled in her hair. "What was that thing? Why is it in the middle of the lake? Why do you three know so much about it? How did Zackery do that – that thing with the claw? Was he using m-m-magic?" Trixie seemed to reach her limit as she screamed at the top of her lungs: "WHO ARE YOU PEOPLE?!"

The Saturdays seemed to take Trixie's outburst in stride, as if they were accustomed to people reacting like this. Doc shared a look with his wife and son, who seemed clueless on how to proceed, and then turned to Max hoping for an answer. The elderly Tennyson looked solemn as he placed his hands on Ben and Trixie's shoulders, and then slowly nodded. Doc sighed and scratched his head.

"Since you're all involved now," said Doc, "I guess you deserve to know everything."

* * *

The Tennysons and the Saturdays had gone back to the Rust Bucket later that day when the sun started to set over the horizon. While they were walking back, they had noticed dozens of packed vehicles taking the road out of the harbor town – it seemed like the Krakken's attack had terrified almost everyone away from the lake, and for good reason.

Inside the Rust Bucket, Trixie was passing around warm beverages (coffee for the grown-ups and hot cocoa for the kids). The human Omnitrix gave mugs for Ben, Gwen, and Zak sitting at the table then to Max, Drew, and Max sitting near the front of the RV.

"So let me see if I understand this correctly," said Gwen, taking a quick sip of her cocoa. "You three are part of a secret organization of scientists called the Secret Scientists – kind of on the nose, by the way – and you specialize in the area of Cryptozoology?"

"That's right?" Doc nodded.

"And that Krakken thing out in the lake is one of those cryptids you've been studying," Gwen continued. "But now that Krakken lost something and its attacking people trying to look for it."

"Seems like that's the case," said Drew nonchalantly.

"And the reason you know this is because Zak has some freaky magic claw that lets him see into cryptid's heads," said Gwen, looking at the skunk-haired boy.

"That about sums it up," said Zak, looking almost proud of the fact.

"Okay, it's official, you're all completely nuts!" yelled Gwen.

"Now keep an open mind, Gwen," said Max calmly. "I'll admit, I was skeptical at first too."

"How did you meet these people, Maxwell?" asked Trixie, gesturing to the Saturdays.

"Well…," said Max reminiscently. "It happened way back before any of you were born, during my days as a Plumber. I had just gotten a call to come down to Brownsville, Texas when I met Doc chasing a Chupacabra that had managed to slip past to boarder and was running amok with the local cattle. Well, long story short, Doc and I handled the situation and we've been good friends ever since. So when that Omnitrix got stuck on your arm, I knew I had to make a call to Doc to see if maybe one of his Secret Scientist friends could help."

"We have Dr. Beeman working 'round the clock to figure out just what that thing is," Doc promised, taking a quick glance at the Omnitrix. "But right now, we have more pressing matters to worry about."

"Yeah, like figuring out what's got the Krakken so bent out of shape," said Zak. "I bet you anything that those Friend of Fish guys are somehow involved. I just don't trust them."

"The Krakken did go out of its way to attack their ship specifically," said Drew, rubbing her chin thoughtfully. "It even went through all the effort of stealing one of their crates. Something fishy is going around and it's not in the lake."

"We'll go back down to the lake and see if we can have Zak bond with the creature again," said Doc. "Maybe if try to communicate with it, we can figure out why it's so upset and work our way from there."

"Aw yeah, I am all over this!" said Ben excitedly.

"No, Ben, you're staying right here," said Max firmly. "We should leave this to the Saturdays. They're the experts here."

"Experts?" Ben scoffed, holding up the Omnitrix into view. "Who better to snag a lake monster than the guy with the monster buster on his wrist?"

"The Krakken isn't a bad cryptid!" said Zak defensively. "She's just trying to protect what's hers!"

"That's enough, Ben," said Max with a tone of finality. "The Saturdays will take care of the Krakken. This will just have to be the one that got away, son."

"That's not fair!" Ben whined.

"Stinks to be you," Zak taunted him.

The wielder of the Omnitrix growled under his breath, almost tempted to go Rath on him and throw him into the lake with his Krakken. But instead, the young Tennyson boy pushed himself out of his seat, stomped into the back of the Rust Bucket, stepped into the bathroom, and slammed the door behind him. Zak leaned back in his seat, looking mighty smug, until he noticed his parents leering at him, and shrank down underneath the table. He really needed to learn to keep his big mouth shut.

Later that night, after the Saturdays left the Rust Bucket and started heading down to the lake, the rest of the Tennysons were getting ready to turn in for the night so that they could leave early in the morning. Strangely enough, Trixie realized as she slipped on her sleeping gown, Ben hadn't come out of the bathroom since his tantrum earlier. The human Omnitrix tilted her head back and peeked into the rest of the Rust Bucket where she found Gwen hammering her fist into the bathroom door repeatedly, looking agitated.

"Come on, Ben!" Gwen complained. "What did you do? Fall in?"

Trixie walked up to the bathroom door next to Gwen, scratching her head briefly before she turned the door handle; Ben forgot to lock it. She threw the door open and realized that the bathroom was completely empty. And on top of that, there were tiny hand and footprints climbing up the wall and out through the small open window. Gwen and Trixie shared a knowing look and groaned in unison – they already knew where he was headed.

* * *

The Saturday's research vessel glided silently across the water – one of the many perks of having super genius scientist friends who knew how to operate advance machinery. They were quickly approaching the point where they had seen the Krakken and cryptozoology family scanned the scene with caution. Doc kept his place at the helm, his one eye watching the lapping waves for any sign of movement, while his wife stood on top of the boat roof peeking through a pair of binoculars in every direction. Zak was at the bow of the ship clutching the falcon claw, closing his eyes in concentration and slowly moving the ancient artifact like a divining rod. After several minutes without any reaction from the claw, Zak frowned.

"I'm not sensing her anywhere," Zak informed his parents.

"Well, stay on guard," said Doc. "We mapped out the Krakken's regular hunting patterns via sonar and can determine that it must have a shelter or a roost in this area. We should prepare in case she decides not to be a friendly host. Drew, did you remember to pack my battle glove and your fire sword for the trip?"

"What kind of woman do you take me for?" said Drew teasingly. She jumped down from the roof, landed on deck, and kneeled down to one of the orange crates in the back. "I put them in here before we cast off. We should have any problems with – " she lifted the crate open and her eyes went wide with shock " – uh, Doc, I think we have a problem!"

Hearing the urgency in Drew's voice, Doc and Zak rushed to the back of their research vessel and peeked inside the crate expecting to find some dangerous monster, but instead they found…Ben?

"Uh, first mate Tennyson reporting for duty…sir?" said Ben, waving and chuckling nervously.

"Ben, what are you doing here?" asked Drew, lifting him out of the crate. "Your grandfather told you not to get involved. This is very dangerous."

"So if wrestling alien predators and punching out T-Rexes, but I still do it," said Ben. While Doc and Drew gave him a blank stare, Zak whistled, impressed by Ben's short list of accomplishments. "Look, I'm not trying to get in the way. I just wanna help."

"That's all well and good, Ben," said Doc, not noticing that his wife was digging around through the crate again, "but this isn't a game. We are trained professionals armed with the most advanced combat gear on the planet. We can handle things well enough on our own."

"Uh…maybe not, Doc," said Drew hesitantly, coming back up. "Your Battle Glove and my Tibetan Fire Sword are missing."

"Those things?" Ben piped in. "I left those back on the dock – they were giving me a serious cramp in the back." Doc, Drew, and Zak's mouths all dropped as one, stupefied. "What?"

Doc slapped himself in the face, sliding it down and letting out an exasperated sigh. There was no point in lecturing Ben since they were already this far out in the water, and they didn't have the time to go back to the docks to retrieve their weapons, so the one-eyed man just walked back to the wheel without a word. Doc's silence alone was enough to tip of Ben that the cryptozoologist was none too thrilled with him being here, but Ben wasn't too worried – he'd get over it eventually. Besides, they totally needed his help, they just didn't realize it yet.

After treading along the water, Doc parked the boat directly on the edge of the cove somewhere close to where they first spotted the Krakken. While Doc was checking the many sonars and monitors, Drew was helping secure Zak into an orange scuba suit. _Seriously, what's the deal with these people and orange_ , Ben wondered. _Green is a way more awesome color._

"The Krakken's probably been chased deep into the lake after what happened this morning," said Doc. "Since we don't know what it was that drew her out of her natural habitat in the first place, the best alternative is to confront the Krakken ourselves."

"Great, where's my suit?" asked Ben eagerly.

"Oh no!" snapped Drew, standing at full height and peering down at Ben with an authoritative 'Mom Glare'. "You're still in trouble for stowing away and for removing our gear without permission, so you are going to sit quietly and wait until we're done. And even if you weren't in trouble, Zak is the only one that can go. The Hand of Tsul-Kalu allows Zak to form a mental link with the Krakken, so it's better for everyone if he goes alone as not to startle it."

"I'll tell you how awesome it was," said Zak, laughing.

The youngest of the Saturdays pulled down his mask, put on his rebreather, and fell backwards into the water. Ben frowned in disappointment…which soon turned in a mischievous grin as he tapped the button on the Omnitrix.

* * *

Zak waded through the field of seaweed and pushed through a school of fleeing fish, taking in the surrounding waters. Ever since he was a little boy, his parents had the most unusual method of raising Zak, including teaching him how to scuba dive at the age of five. Zak had been deep sea diving for such a long time that nothing caught him by surprise, not even when a shadowed piece of seaweed floated past his goggles – he only shook his head and pressed on.

He dived deeper into the wreckage of the boats from earlier this afternoon when he noticed something that seemed out of place among the splintered wood and metal. He touched down on the surface of the destroyed boat and eyed the object in wonderment. It looked like a fish egg, only bigger and fleshy looking. Underneath the egg were pieces of what looked to be from a wooden crate…

But while the skunk-haired boy was occupied by the massive egg, something zipped through the shadows behind him. Though he didn't see whatever it was, he could still hear the water shifting around behind him, which made Zak subtly reach for the Hand of Tsul-Kalu tied to his waist. Just as the creature came up behind him, Zak spun around and held out the Hand of Tsul-Kalu with his eyes and the claw glowing orange. The creature jumped back, waving its arm in surrender, and, to Zak's surprise, speaking English.

"Whoa, whoa, easy there," yelped Jetray. "Watch where you're pointing that thing."

"Ben?" said Zak surprised, lowering her talisman. "What're you doing here?"

"There's no way I'm gonna let you have all the fun while I'm in the timeout corner," said Jetray childishly, gliding past Zak and eyeing the egg. "Whoa…you could make a really big omelet with that thing."

"It's a Krakken egg," said Zak knowledgeably. "That must have been why she's been acting out lately; she's trying to protect her eggs."

"Hey, wait a minute," said Jetray, noticing the word CANNERY written on one of the wooden planks underneath the egg. "This was the crate the Krakken took from Jonah's boat. Either that thing took it to make a nest – "

"Or Jonah isn't as friendly to fish as he says he is," Zak concluded in agreement. He touched the side of his mask, which surprisingly came with a built-in radio. "Mom, dad, we found out why the Krakken's been attacking people." But he was met with silence in return. "Mom? Dad? You there?"

But once again, the youngest Saturday only received complete silence from the other side; something was wrong. Zak looked to Jetray for help. The Aerophibian nodded, zipped around behind the skunk-haired boy, grabbed him by the underarms, and zoomed towards the surface faster than what would normally be recommended.

They breached the surface within a few seconds (Zak threw off his mask and rebreather) and noticed that there was a second boat parked right next to the Saturday's research vessel. It looked heavily fortified and armed with a mounted turret like a military vehicle. Jetray started to open his mouth when Zak slapped his hand over it and pressed a finger against his lips, signaling him to stay quiet. Jetray nodded mutely.

Zak and Jetray silently waded over and pulled themselves up to the edge of the Saturday's boat. Doc and Drew were standing together on the bow with their hands up, glaring furiously across the deck to a group of men in diving gear pointing semi-automatic rifles at them. This time it was Zak that gasped and Jetray that slapped a webbed hand over his mouth and an awkward digit to his lips. While the invaders didn't seem to hear the soft noises, Drew and Doc certainly did. They glanced out of the corner of their eyes subtly as they spotted the kids, but made no move to acknowledge them in fear that these pirates would take notice.

"You really shouldn't have come back here," said the leader. "Don't you know this lake is dangerous?"

"Could have fooled me," said Drew sarcastically.

"What do you want?" Doc questioned them. "We're just researchers. We don't have anything worth stealing."

"Oh, you have us all wrong, doctor," said the leader. "You're exactly the kind of person we need right now. We want all the information you have, including what you saw down there."

"We haven't even put on our dive suits yet," said Drew. "We don't know what's down there."

"But you have a kid with you," said the leader. "Where is he? Did you send him down to look?"

"No," said Doc immediately, trying hard not to look in Zak and Jetray's direction. "We decided it was too dangerous to bring him out on the lake since that monster showed up. We left him back in town."

"Well, that's too bad," said the leader darkly. "I feel sorry for the kid, having to grow up without his parents."

And without a hint of warning, the leader reeled back his fist and punched Doc across the skull, dropping him instantly on the deck. Drew gasped horrifically, kneeled next to her husband, and tried to shake him awake. One of the goons walked up behind her and knocked her out with the butt of his rifle, draping her over Doc.

With both of the Saturdays out for the count, the leader removed his mask and revealed himself as the so-called Friends of Fish founder, Jonah Melville. Jetray growled, but was not surprised after they found the crate in the bottom of the lake. The Aerophibian charged up her neuroshock blasts and started to climb out of the water when Zak suddenly pulled him back by his tail away from the boat. Jetray turned on Zak, leering.

"What are you doing?" hissed Jetray.

"You can't just rush in there," said Zak in a hushed voice. "They have guns. Someone could get hurt."

"I can take them out before they even scratched me," said Jetray confidently.

"What about my parents, huh? Think you can get to them before he puts a bullet in their heads?" Zak challenged the Aerophibian; Jetray wisely closed his wide mouth. "Those are my parents and I want to save them even more than you do, but we can't just go rushing in without a plan. First thing we have to do is figure out where they're going – "

"Take the lovely couple with us," said Jonah as his goons started carrying the Saturdays onto their boat. "Find out if they know anything back at the cannery. We'll come back later with a mini-sub for the rest of the eggs."

"Well, that was easy," said Jetray.

"We'll leave a tracker behind so we know where to go," said Jonah, tossing a beeping device into the water and watching it dive into the depths. He stepped back onto his own ship, but not before tossing something that looked dangerously like a detonation device on-board the Saturday's research vessel. "In the meantime, it looks like their boat was lost at sea."

Ending with that remark, Jonah and his crew of assailants drove away just moments before the Saturday's research vessel exploded, sending bits of wood and metal flying every which way into the lake. Jetray quickly jumped on Zak and pulled him into the water (Zak took a deep breath first) as the debris started to fall on top of their heads. Thankfully, the Aerophibian's swift speed got them away from the blast radius in less than two seconds. The unlikely pair steadily climbed up to the lake surface, gliding on top of the water until Jetray pulled them out and they were gliding **_over_** the water.

"Okay, what now?" asked Jetray.

"We need to get back to your grandpa and get help," said Zak. "My dad always said that if we ever ran into trouble on the lake, I should go to Max Tennyson."

"Well, we're in luck, we're almost there," said Jetray, spotting the Rust Bucket parked on the shore of the lake. Unfortunately, that's when the Omnitrix started to beep.

"Uh, what's that sound?" asked Zak.

"Aw man, not again," Ben complained.

* * *

Meanwhile, Gwen was looking out to the lake with a pair of binoculars as Max and Trixie came back from the woods. They were hoping that they were wrong and that Ben had just gone off somewhere to mope, but that was just wishful thinking.

"Any sign of Ben or the Saturdays," asked Max.

"Not yet," answered Gwen drearily.

They looked about ready to give up hope of finding Ben when the all too familiar buzzing of the Omnitrix's deactivation sequence reached their ears. They looked up just in time to see Jetray carrying Zak, who looked to be wearing a diving suit, when the Omnitrix timed out and Ben reverted back to his human form. Both boys screamed and flailed their arms frantically as they started falling. Luckily, they just happened to fall on top of the Rust Bucket's awning and bounced safely off the canopy onto the ground. Ben had the unfortunate business of being on the bottom of the pair.

"Ugh, I hate it when that happens," groaned Ben.

"That goes double for me," moaned Zak.

* * *

After picking themselves up and getting Zak out of his wetsuit, the group of five went back inside the Rust Bucket – Trixie once again passing around mugs of warm chocolate to the boys. Gwen, meanwhile, was busying herself on her laptop the moment they explained Jonah Melville's attack and kidnapping.

"And the Krakken's nest was full of eggs," Ben finished his story. "No wonder she's been attacking everything. Jonah must be stealing her eggs."

"And I think I know who Jonah is," said Gwen, drawing everyone's eyes on her. "I did a little checking on Friends of Fish and found out its not listed on any environmental website, but I did find this." She turned her laptop around, showing a web page with Jonah's picture plastered on the front "Jonah Melville isn't a friend to any kind of wildlife. He's wanted all over the world for pouching rare animals, crating them up, and selling them to private collectors. The FBI has been after this guy for years."

"And it looks like Krakken eggs have become his next target," said Trixie. "We've got to return those eggs."

"And find my parents," said Zak. "They said something about going back to a cannery."

"Well, there's only one nearby cannery," said Gwen, tapping her computer again. "It's on the other side of the lake. We should call the police to tell them where to find Jonah and his fishy crew." She added, already pulling out her phone – which was really weird considering she broke it in Washington.

"And meanwhile, we need to figure out a plan on how to save Zak's parents without getting them shot," said Max.

"Actually, I might have an idea on that one," said Trixie, smiling confidently. "But it's gonna need a little coordination from everyone."

* * *

Over in the cannery on the other side of the lake, an overhead crane pulled out an autonomic mini-sub from the lake with Jonah sitting behind the controls. The animal poacher held the Krakken egg delicately in the machine's mechanical arms as the crane brought him around to the docks. One of his henchmen was dragging a container with another Krakken egg inside while the third shoved Doc and Drew Saturday – both of them bound him ropes – with the butt of his gun; Doc was really starting to get annoyed with that guy.

Once the mini-sub was close enough to the dock, it handed off the Krakken egg to his minion while Jonah pulled himself out from the back. The henchman nearly toppled over from the sudden weight of the egg.

"Careful, you idiot," said Jonah threateningly, "or you'll be cleaning up the world's most expensive omelet." The minion lurched the egg inside the container to join its twin and closed the lid, sealing them inside. "After we sell these babies to the highest bidder, we'll be kicking back on a beach in the Bahamas."

"Is that before or after you go to jail for life?" said Drew, leering.

"You people are sick," said Doc disgustedly. "What kind of monsters sell off endangered animal infants."

"The filthy rich kind," said Jonah, chuckling at his own joke. "Now pipe down or you'll be sleeping with the fishes – pardon the cliché."

But while the poachers were feeling confident in their chances to get away with it, they were unaware of Zak and the Tennysons stopping underneath the cannery in a spare boat that the Saturdays kept with them. Max parked the boat next to a ladder that led to the building above and started to climb with his granddaughter, but Ben and Zak stayed behind. Trixie, on the other hand, was nowhere to be seen.

"You remember the plan, right?" asked Max.

"You guys look for the eggs and my mom and dad," said Zak. "We'll take care of those Friends of Fish fakers."

"I hope Trixie is ready," said Gwen. "This whole thing relies on her being here."

"Don't sweat it," said Ben confidently, activating the Omnitrix's core. "Let's go kick of bad guy tail."

Ben once again turned the dial to the Polar Manzadill like earlier today, but this time he decided to not slam down on the core like Trixie advised and just pressed down on it gently instead. To his immense satisfaction, it worked. The Omnitrix exploded into a flash of green light and Arctiguana in all his stunted glory appeared next to Zak, giving the skunk-haired boy a thumbs-up.

The Polar Manzadill leaned over the edge of the boat and started to take a deep breath when the water suddenly pushed up from underneath them. Zak and Arctiguana were thrown out of the boat and into the lake – or at least they would have been if Arctiguana hadn't used his breath to make a slab of ice to land on. Both of them barely managed to cling to the slipper surface and looked up to see the Krakken for only a moment before it slammed its head through the underside of the port.

Up above, Jonah and his crew spun around as the Krakken smashed through the floor and let out a furious roar the moment its eyes fell on its precious eggs. Doc and Drew tried to back away, hoping to use this opportunity as a distraction, but the henchmen were more attentive than expected and held them in place with their rifles. Jonah in particular looked very happy to see the lake monster.

"The bigger the Krakken, the bigger the payday," said Jonah.

The head poacher rushed back and climbed into his miniature sub while his henchmen fired off their rifles at the Krakken, only to realize that their bullets couldn't penetrate the beast's leathery skin. One of the henchmen shoved the Saturdays and fled back inside the cannery while their partner was forced to stay behind.

The Krakken pulled its full body through the harbor, slapping the remaining henchman with its tentacle into the water, and reached for its eggs. But Jonah suddenly swooped in using the mini-sub's crane, grabbed the egg container, and hoisted himself up out of the Krakken's reach. The Krakken stretched itself out to grab him, but Jonah used the mini-sub's weapon to drive the Krakken back to the edge of the pier, dangling one of its feet over the edge.

Jonah pressed forward with his attack, his eyes widening madly as the sea beast curled in on itself, when the attached gun suddenly…stopped.

Gaping in shock, Jonah saw that his mini-sub's weapon was suddenly encased inside a thick block of ice. The Krakken noticed Jonah's ceasefire and started to attack when its eyes suddenly glowed orange, becoming unnaturally calm despite the situation. The crazed poacher blinked in confusion, then tilted his head down and spotted Zak standing in front of the Krakken holding out the Hand of Tsul-Kalu – both of them were glowing in the same orange color. Before Jonah could even consider his next move, Arctiguana pounced from out of nowhere and latched himself to the front of Jonah's mini-sub, his breath making frost of the window.

"You wanna mess with a monster," spat Arctiguana, "try me on for size."

Arctiguana turned and started climbing along the machine's mechanical arm to reach the Krakken eggs. Jonah turned the other arm around and aimed its other wrist-mounted weapon, only for the Polar Manzadill to flash freeze it with a short breath, much to the poacher's charging. Arctiguana breathed on the circuitry where the hand and the arm met and had no trouble tearing the two from each other when it was frozen in ice. Arctiguana jumped after the eggs when they started to fall, but the ever defiant Jonah smacked him across the face, throwing the Polar Manzadill off course, resulting in the egg container smashing into the floor. The two Krakken eggs rolled out to the edge of the port, resting precariously over the edge.

* * *

Inside the cannery, Max and Gwen cautiously peeked around the corner and crept along the wall – Max was taking a more sensible approach while Gwen looked like she was trying not to step on anything. Max peered around the edge of the door and found the Saturdays being forced into one side of the room by one of Jonah's minions.

"You two stay right there and don't move," said the minion threateningly. He then set aside his semi-automatic and reached for a much larger gun resting on the wall. "Yeah…this oughta do some real damage."

"I hope that Krakken chews you into chum," said Drew belligerently.

"Drew, don't threaten the guy with the big gun pointed at our heads." Said Doc, grimacing.

"Looks like we found them," Max whispered to Gwen. "Now it's up to Trixie to do her part."

"Where is she?" groaned Gwen.

"Hey, you!"

Somehow, for an unexplainable reason, the other minion that had been slapped into the lake somehow came up from a trap door in front of Max and Gwen and just happened to be carrying a pistol at the time. Before Jonah's goon could get the chance to pull the trigger, Max was already on him and ripped the gun out of his hand with a twist of the wrist. With the minion disarmed, Grandpa Max grabbed the lackey by the collar of his dive suit and flipped him over his shoulder, slamming him down on his back. The minion groaned weakly and passed out. Gwen looked at her grandfather in awe, surprised that he was able to move so fast for his age and take the guy down without even trying. So when the elderly Tennyson man realized his granddaughter was staring, Max rubbed the back of his neck awkwardly.

"Uh…those aerobic workouts really do the trick, huh?" said Max.

"Don't move!" Max and Gwen spun around; they forgot the other henchman and his really big gun. They both raised their hands in surrender and the minion shoved the Saturdays to stand next to them. "Jonah said he wanted to keep you alive for bait, but he never said all of you. So, which one do I shoot first? The little girl or the old man?"

"Trixie, if you're out there, now would be a really good time to save the day!" yelled Gwen.

The minion laughed at the notion that anyone would come to save them. That was, until he felt something around his ankle and looked down. A pair of small hands was clinging on to him…while they were passing through the floor!

The next thing anyone knew, the minion was pulled through the wood without breaking it while his gun clattered uselessly on the floor; they heard a muffled splash coming from below.

The Tennysons and the Saturdays looked at each other questionably when a small ghostly figure phased through the floor and hovered a few inches off the ground. It was Trixie, except her hair was a mixed shade of black and gray and her eyes were a deep purple with black cracks around the edges. If anyone were to ask, Trixie's current form made her look slightly…psychotic, especially with that creepy grin.

"I think I found a new appreciation for Ectonurites," said Trixie in a faint, whispery voice.

"Are you two all right?" Max asked as he and Gwen untied the Saturdays.

"We've been better," answered Drew.

"Where's Ben and Zak?" Doc asked urgently.

"They're outside calming down the Krakken," said Gwen. And right then, the Krakken's roar rang throughout the cannery. "Doesn't sound like they're doing a good job."

* * *

Zak couldn't keep the Krakken under control for long. It had been docile while Arctiguana fought off Jonah, but when its eggs broke free of the container and the mother saw its offspring, it started to struggle against the skunk-haired boy. And when both Arctiguana and Jonah started rushing for the eggs, Zak's control completely waned. The lake monster slapped Zak into the water with its tail and chased after its offspring as well.

At first, it seemed like Jonah would be the one to reach the Krakken eggs, but the lake monster's tail swept over, snatched the eggs off the plank, and nestled them securely in its fin.

"My eggs!" yelled Jonah.

Jonah hoisted the crane to charge at the Krakken without realizing that Arctiguana had latched itself onto the back of his mini-sub. The two collided with the Krakken, knocking the cryptid's eggs from out of its fin and dunked them into the water.

"They're not your eggs!" said Arctiguana.

The Polar Manzardill kicked off Jonah's mini-sub, going into a jackknife dive, and snatched the eggs in its large arms before slamming into the water. Jonah growled in frustration as he released the winch and dropped into the lake right on top of Arctiguana just as he started to surface. The Polar Manzardill unwillingly let go of the eggs as Jonah's mechanical arms punched him in the back of the head, pushing him deeper into the water. Ben was mentally thankful that Arctiguana could breathe underwater or he would have been in serious trouble after that first punch.

"Rescuing babies, very heroic," scoffed Jonah, punching Arctiguana back and forth across the face. "But not very smart."

With one final punch straight between the eyes, Arctiguana fell deeper into the lake in a daze while Jonah curved around to collect the Krakken eggs. Arctiguana blinked, holding his head, shaking out the delirium. He glared up at the fleeing poacher, but knew that his current form wasn't suited for swimming, so he tried the next best thing.

The Polar Manzardill turned around so that his back was facing Jonah, took a deep breath, and breathed as hard as he could. Though his breath only came out as bubbles because his freeze breath wasn't as powerful underwater, the pressure behind it was enough to send Arctiguana zooming through the water like a torpedo.

Arctiguana caught up to the poacher in no time at all and latched himself on the back of Jonah's mini-sub. The frustrated poacher tried spinning around to throw him off, but Arctiguana held on tight and climbed further up the surface of the machine's body. The Polar Mazardill climbed over the mini-sub's window, kicked off the glass, and tackled the eggs out of the Jonah's hands. Arctiguana secured the eggs within his own arms and start to take a deep breath when the Krakken suddenly showed up and slapped him away with one of its tentacles, forcing the freeze lizard to drop its eggs.

The mother Krakken grabbed its offspring and started to swim away, but Jonah was quickly on the mother's tail and Arctiguana soon followed behind using his breath to propel himself again.

When Jonah was within range of the Krakken, his miniature sub's arms created a pulse of sound. While the sound was silent to humans, it seemed to cause the Krakken a great deal of pain as it clutched the side of its head, trying to cover its unseen ears. Jonah took the opportunity to zoom in and snatch the creature's eggs from out of its tentacles and zoomed off. Just when he was finally gonna make a break for it, Arctiguana suddenly appeared from out of nowhere and tackled him from the side, catapulting him to the lake bed where they – by pure coincidence – crashed into the remains of the Saturday's sunken research vessel.

Arctiguana had the robot pinned underneath him briefly, but then Jonah suddenly flipped them around and started to choke the life out of the Polar Manzardill. Arctiguana tried to pry the mechanical hand slowly strangling his esophagus, but his current form wasn't suited for hand-to-hand combat. Luckily, he managed to spot a chain leading to an anchor and wasted no time grabbing it.

With a sharp tug, Arctiguana slammed the anchor across the mini-subs window, before wrapping it around the machine's arm and pulling as hard as he could until it was crushed like an empty soda can. With Jonah's miniature sub permanently disabled, Arctiguana snatched up the eggs and used his breath to propel himself away, just as the mother Krakken appeared and started chasing after him. The Krakken looked positively livid, which was completely understandable given after everything it had been through today, but Arctiguana knew he needed to get the job done.

It took a lot of breath control and lung capacity, but Arctiguana eventually managed to reach the nesting point he and Zak discovered during their deep sea exploration. The Polar Manzardill touched down on the lakebed just as the Krakken appeared over the ledge and bared its golden teeth on the tiny ice lizard. The mother beast was about to chomp down on Arctiguana's head when the Polar Manzardill did something it had not been expecting: it returned its eggs, gently and safely, inside its nest.

Arctiguana slowly padded away from the eggs, locking eyes with the Krakken. The cryptid stared between its returned offspring and the creature that had brought them back. It was then at that moment that the Krakken knew he was a friend.

Unfortunately, the peace between the alien and the cryptid didn't last as Jonah started zooming in from above. Though both of his mechanical limbs were broken, the poacher seemed dead set on retrieving those Krakken eggs, which would ultimately be his downfall.

The Krakken's eyes swerved on the evil man and slammed its tentacles on either side of the miniature sub, holding it in place before ripping the machine apart like it was made of wet paper.

Jonah was now alone without any protection, but that didn't seem to stop him. The maddened poacher whipped out a knife strapped to his leg and stabbed the Krakken, but the weapon snapped in half on the cryptid's skin. The poacher realized his mistake too late as the Krakken howled with fury and started to stretch its mouth over the human…until it suddenly pulled back.

Jonah, wondering why he wasn't fish food now, opened his eyes and saw Zak floating between him and the Krakken, both of their eyes glowing and the boy holding out the Hand of Tsul-Kalu. No one could tell what it was that Zak had said to the Krakken, but the lake cryptid became noticeably calm and swam away from Jonah, returning to the security of its eggs.

With the Krakken appeased, Zak turned back to Jonah, who smiled nervously and shrugged his shoulders as if trying to say it was no big deal. Zak glared at the poacher, reeled back his fist and – Lights out.

* * *

The police arrived roughly a few minutes after everything that went down at the cannery, where they had found Jonah and his crew floating on the water in a cell made of ice. By that time, the Tennysons and the Saturdays had made themselves scarce. They were standing on the docks opposite of the cannery, watching the police from a distance as they called in for some ice picks and read the poachers their Miranda Rights.

"Good riddance to bad rubbish," said Max.

"With Jonah Melville and his men locked up, the Krakken should less aggressive from now on," said Doc, turning to Max to shake his hand. "It was an honor working with you again, Max."

"The honor was all mine," said Max sincerely.

"We should totally do this again," said Zak, bumping fists with Ben.

"Yeah, like a superhero team-up," said Ben excitedly. "My aliens and your cryptid powers, we totally make an awesome team. Don't you think, Trixie?" When the human Omnitrix didn't answer, everyone looked around and realized she wasn't with the group. "Uh, Trixie? Where'd you go?"

The Rust Bucket's door cracked open slightly and the green-haired girl poked her head out, wearing a pot on her head and wielding a soup ladle, pointing her weaponized utensil at Zak.

"You stay as far away from me, you…you…magic thing!" shrieked Trixie.

Trixie zipped back inside and slammed the door behind her. Drew and Doc laughed, Max and Gwen scratched their heads in confusion, and Zak and Ben snickered and fist bumped again – they would make an awesome team.

* * *

 **I had originally planned to write this chapter as an original with Dr. Animo and Cetanu working together with Animo mutating Cetanu's Xenomorph to hunt them down, but after the first couple of pages, I realized that with the Krakken being a cryptid, it was the perfect opportunity to introduce the Secret Saturdays to the Ben 10 universe – Zak in particular will be especially important in the future. And you all might be asking why Zak doesn't have his Claw upgrade. When doing research, I realized that Zak was 11-13 during the Secret Saturdays, but was 16 by the time he appeared in Omniverse, meaning that the events of the Secret Saturdays takes place after Ben 10, so he wouldn't have his upgrade yet.**

 **I also thought this would be a perfect opportunity to show Trixie's aversion to magic. It's not that she's afraid of magic specifically, but Trixie has a great fear for anything that can't be explained by scientific logic, hence why she avidly tries to avoid people like Zak. This also makes for an interesting development between her and Gwen when she starts learning magic.**

 **Next Episode: Permenant Retirement**


	5. Permanent Retirement

**Episode 5: Permanent Retirement**

The Tennyson's next stop was in the middle of Nowhere. No, that wasn't sarcasm – they were literally in a place called Nowhere, Kansas. As the name would imply, Nowhere was just an endless stretch of wasteland where all life seemed to die from both a lack of water and the intense heat of the cloudless sun…. And yet they somehow managed to find the only ice cream parlor within a hundred miles.

While Ben, Gwen, and Trixie had rushed inside for a cool treat, Max first had to visit the only ATM machine in Nowhere to withdraw some cash for said treat. Just as he pulled out his wallet, a pickup truck even more beat-up that the Rust Bucket pulled into the parking lot, driven by a pair of country hicks that tried dressing up as tough road warriors, only to make themselves look more ridiculous than they already are. The beefiest of the two hopped out of the truck and walked up to the ATM. Max saw the man coming up in the reflection of the ATM screen and looked over his shoulder suspiciously.

"Outta the way, grandpa," said the hick. "I've got a major withdraw to make."

The country hick grabbed Max by the shoulder and shoved him to the side at the feet of his partner.

Meanwhile, inside the ice cream parlor, the three children were perusing the choices of ice cream flavor, which wasn't really much considering they were literally in the middle of Nowhere and it was highly unlikely that they get regular visitors. Trixie looked between the vanilla and the chocolate flavors, not really deciding between the two tastes, but had a different thought on her mind.

"So humans like to eat sweetened frozen byproducts made from the lactation of bovine nipples, correct?" Trixie asked, looking to Gwen for answers.

"Ugh, only you could make me lose my appetite for ice cream," Gwen grimaced.

"I just find it fascinating how humans can create a wide assortment of necessities made from your Earth bovines," said Trixie earnestly. "Like for example, did you know that ninety percent of the planet uses bovine feces for – "

"I'm not listening! LALALALA!" Gwen chanted with her hands over her ears.

"For the love of space chickens, are you kids gonna buy anything or just stand there all day?" asked the impatient store clerk.

Ben, either ignoring or not caring about Trixie's detailed reports on the many uses of cows, was about to order when he heard a loud clanging coming from outside. He looked through the window to see the two hicks backing up the truck to the ATM machine and one of them dragging out a large hook.

"I'm about to go rocky road," said Ben before running away, activating the Omnitrix's core.

"Was that what you humans refer to as 'acting cool'?" Trixie asked Gwen.

"With Ben, it's never cool," said Gwen blankly.

Back outside, one of the would-be robbers smashed the sharp end of the hook through the ATM machine – whether he understood how the machine worked was still up for debate. The machine breaker gave his partner a thumbs-up and told him to "Hit it", which his goofy-looking friend in the truck took a full minute to understand before he turned the truck ignition on. He slammed his foot on the gas pedal when the truck lurched forward and suddenly stopped after moving only an inch.

The funny-looking robber looked out through his windshield and let out a terrified yelp when he saw the muscular tiger-man gripping his hands around the hood of the truck, keeping the vehicle pinned in place. Rath leaned in closer; his breath fogging up the windshield.

"Let me tell you something, Mr. Getaway Driver!" Rath yelled. "Nobody is going to be stealing money in Nowhere as long as Rath says so!"

Rath smashed his clawed fist through the truck's hood, ripped out the engine, and threw it so far into the desert that it looked like a dot from where they were standing. The Appoplexian then ripped the door off of its hinges, grabbed the driver by the back of his shirt, and tossed him on the ground. While the tiger-man disposed of his partner, the more muscular of the robbers pried the hook out of the ATM machine, gave it a good spin, and threw it at Rath's head. The Appoplexian effortlessly snatched the hook out of the air with one hand, pulled at it, sent the robber flying over his head, and slammed him face first into a telephone pole. The robber slumped on the ground and tried to crawl away, but Max planted his foot between the man's shoulder blades and pinned him in place.

"Where do you think you're going?" said Max smugly. Gwen and Trixie came out of the shop; Gwen looked sickly and Trixie carrying several scoops of 'processed bovine lactation'. "Nice work, Ben."

"Let me tell you something, Grandpa Max Tennyson!" screamed Rath. "Rath can handle anything that gets thrown at Rath! Rath can take it! Rath is ready for whatever's next!"

"I hope you are," said Max with a smile. "Because we're heading off to meet my good old friend Muriel and her husband for the weekend."

"What? Boring old Aunt Muriel!" yelled Rath. The Appolexian dropped to his knees and screamed into the sky. "NOOOOOOOOOOOOOOOOOOOOOOOO!"

* * *

The Tennysons were back on the road an hour later, on their way to meeting Max's old friend, Muriel, and her husband, much to the disappointment of both of the Tennyson cousins. While Ben pouted at the table and Gwen fiddled with her computer, Trixie decided to clean yesterday's dishes since Ben neglected to do them…again. Ever since Trixie showed up, it seemed to be a recurring theme that she did more of the workload around the Rust Bucket than either of the cousins. Not that she was complaining – she preferred doing something productive rather than just sit around doing nothing.

"When Aunt Muriel said she wanted to move away from it all, she really meant it," said Gwen, never looking away from her laptop. "Well, at least it's a step up from their old farm out in the middle of the wasteland. That place was freaky as all heck and I almost literally died from the heat."

"Ugh, this summer was supposed to be about F-U-N," Ben complained. "Not hanging out in some old people's place."

"Is this Aunt Muriel really that bad?" asked Trixie curiously.

"Aunt Muriel's not bad – she's the sweetest old lady ever," said Gwen. "But her husband, Eustace, is a huge jerk. He's always complaining and being mean – kind like an older, balder Ben."

"Hey," said Ben.

"Now, now, that's enough of that, kids," said Max calmly. "I'm sure things won't be as bad as you think they will be – I'm sure Eustace has cooled down since they moved to the retirement village. Besides, they just got a new dog. His name is Courage. That'll be fun, right?"

Ben didn't seem remotely convinced.

* * *

And speaking of the elderly couple, Muriel Bagge hummed to herself happily as she walked about the kitchen, preparing lunch for when the Tennyson's arrived. Her hair all white and fluffy in an olive-colored dress, yellow apron, and sturdy black boots with a pair of tiny round glass, Muriel was the true embodiment of a kind old lady. And helping her prepare her lovely meal was her faithful pinkish-purple, black spotted dog named Courage, who seemed to be capable of walking on two legs even though it was highly unnatural for a dog.

"Oh, Courage, it's been years since I've seen Max and his grandchildren," said Muriel pleasantly. "I'm not sure I'll even recognize them. I think you would like them, Courage, especially Gwen – she's always been such a sweetie. Oh, and Ben is quite the troublemaker. I think Max even said they were bringing along one of their little friend. Isn't that nice, Courage. You get to have new playmates over the weekend instead of hanging around with us boring old people."

The strangely pigmented dog bounced over and hugged the elderly woman as if to say that he liked spending time with her, making Muriel laugh amusingly. Unfortunately, their brief moment of happiness was ruined when Muriel's husband walked into the kitchen. Eustace Bagge was a grumpy-looking man completely lacking in the hair department, concealed only by his crooked hat and wore dark-green overalls and tiny glasses that matched his wife.

"Muriel, where's lunch! I'm hungry!" complained Eustace.

"You'll have to wait, Eustace," said Muriel patiently. "Max and his grandkids will be arriving soon enough. Just wait in the living room until then."

"Grr…," Eustace growled, but nonetheless walked back to the living room. "Stupid old man with his stupid kids in his stupid RV coming for a stupid visit to this stupid retirement village with stupid neighbors that are stupid…."

"Oh dear, he's in one of his moods again," said Muriel, shaking her head. "Courage, go see if you can cheer him up while I finish preparing lunch."

The pink-tinted dog whined, not wanting anything to do with the old man that made his life a living nightmare every time he walked into the room. But the kindly old lady was too engrossed with her cooking to pay any attention to her dog and Courage hanged his head in defeat, slowly trudging out of the kitchen. He padded lightly down the hallway, stopped at the threshold leading to the living room, and cautiously peeked inside. Eustace was sitting it his favorite armchair, still grumbling under his breath with his arms folded, while he stared at the black-and-white television screen, not really caring what was on. Courage made another whining sound, making it more than evident that he didn't want to be anywhere near the grumpy old timer, but Muriel asked him to cheer Eustace up and he could never deny the sweet old woman.

The pink-tinted dog had only stepped into the living room when his canine ear caught a strange sound – it was squishy, almost like something gelatinous was being stretched. Courage looked left and right without seeing what was causing the noise until he heard it again and turned his eyes to the ceiling. He only just saw the dirty-green blob clinging to the ceiling before it dropped on top of Eustace's head. The grumpy old man only noticed at the last second before the blob splattered across his face, muffling the sounds of his screams.

Courage's eyes became wide as dinner plates and let out a human-like scream at the top of his tiny lungs, running back down the hallway as fast as his tiny legs could carry him.

* * *

"This is gonna be sooo boring," Ben whined the moment they drove into the retirement community. "Their idea of excitement in this place is probably watching the grass grow."

Gwen rolled her eyes and Trixie had put on her ears plugs five minutes ago, drowning out Ben's constant complaining. Ben grumbled, resting his chin on his fist, and stared out the window. This was gonna be the worst weekend ever…. Or at least that's what he thought before he saw one of the senior citizens pull off a backflip and land on the front lawn perfectly poised next to another older lady, who seemed none too fazed by the phenomenon.

"Whoa!" Ben yelled in surprise. "Did you see that?"

Gwen reluctantly pulled her eyes away from her computer and stared out the window. Just a street full of normal elderlies going about their day, nothing strange to be seen whatsoever.

"See what?" asked Gwen exasperatedly. "The heat must be frying that pea-sized brain of yours."

Ben was immune to his cousin's barbs after spending a couple weeks trapped in the Rust Bucket. He knew what he saw; he definitely wasn't crazy – at least no less than someone who was carrying the most powerful tool in the universe on his wrist and was being chased by aliens and mad scientists. There was something weird about this retirement village beyond the questionable old people smell. But before he could think on the matter any further, Grandpa Max parked the Rust Bucket and told them they had arrived at Muriel's place. Ben grimaced from the brightness of the sun the moment he stepped out of the RV, using his hand as a shield to protect himself.

"Seriously, why do old people have to move where it's so hot?" Ben moaned.

Gwen smirked in a devious way, leaning close and whispering into Trixie's ear. The human Omnitrix nodded.

" **Accessing Polar Manzadill sequence** ," Trixie announced monotonously.

Ben pivoted around at the command and saw that Trixie's hair had changed to an icy-blue shade and her eyes had black stripes around them. He knew what they were planning, and before he could get a word in, Trixie breathed an icy mist in Ben's face. It took less than a second for his eyebrows to turn chalky-white, icicles to form from his nostrils, and his now-white hair was swept backwards, frozen in place. Ben's teeth chattered uncontrollably as Gwen doubled over laughing and Trixie smirked amusingly as she shifted back to her normal form.

"N-n-n-not f-f-f-funny," Ben chattered.

"You're right, it's not funny," Gwen snorted. "It's hilarious!"

Ben glared at the girls as he shook his head to brush away all the frost when he noticed one of the neighbors staring at them through the window. The man dropped his jaw farther than humanly possible, hissing at Ben while cracking his neck, and then closed the blinds. Ben felt a shiver run down his spine that he was sure had nothing to do with the Arctiguana breath.

"Well, they sure know how to make you feel welcomed here," said Ben.

"Just watch your cheeks," Max warned jokingly. "Muriel's a pincher."

"Max!"

And speak of the granny, Muriel had just stepped outside happy as a clam when she saw Max and his grandchildren (and Trixie, but that was implied).

"Muriel," said Max, happily greeting her old friend with a hug. When he pulled away, he gestured to the children. "I think you remember Ben and Gwen. This is their friend, Trixie. She's joining us for summer vacation."

"I can't believe you're finally here," said Muriel gleefully, hugging Gwen for a quick second before pinching her cheeks; Gwen moaned painfully. "And look at you, so grown-up!" She repeated the same sequence with Ben, earning a pained whine from the Tennyson boy, then moved on to Trixie. But when she went to grab the green-haired girl's cheeks, she was surprised to find that they were staggeringly solid. "Oh my, what strong cheekbones you have."

"Thank you, Petrosapien DNA," Trixie muttered silently.

"Well, come on in," Muriel invited them. "I can't wait to introduce you kids to Courage – ooh, Courage, you have perfect timing."

Ben and the other children were quietly alarmed when the door to the Bagges home was kicked open and a pink-furred dog had burst outside running on two legs, screaming nonsensically. He didn't seem to notice the strange stares he was receiving as Courage tugged at his owner's apron, pointing and babbling gibberish. Ben, Gwen, and Trixie had seen a lot of strange things since this road trip began, but this was by far the weirdest, even by Trixie's standards.

"Is that canine standing on two legs and…talking?" asked Trixie dimly.

"What is it, Courage?" asked Muriel, not at all taken by how unusual her pet was acting.

The pink-furred dog kept pointing and babbling nonsense when Eustace suddenly appeared at the threshold of his house. Courage wailed again, zipping out of sight, and somehow ending up inside Ben's shirt, shaking. Eustace walked down the pathway towards them; Muriel just smiled unassumingly.

"Look, Eustace, Max and his grandkids are here," Muriel announced.

"I'm going for a walk," Eustace said pointedly.

And with that, the bald man marched past the Tennysons down the road without a second glance.

"Well, that was a lot less mean than I was expecting," said Gwen. "I guess moving here really has mellowed him out a little."

"Oh, don't mind Eustace," said Muriel, waving off her husband. "He's just having one of his tiffs. Come in, come in, lunch should just be about ready."

* * *

Lunch was definitely a different experience compared to when Grandpa Max cooked. The food was edible and the children could finally hold down their meals without having to resort to nose clips, but Muriel's food had a rather…unusual taste to it. It didn't matter whether it was the glazed ham, the mash potatoes, the buttered peas, the biscuits, or the sugared beets – everything had the same poignant after taste that seemed to stay in their mouth no matter how much lemonade they drank. Ben and Gwen didn't seem to mind – they were just happy to have some real food for a change – but Trixie couldn't fight back her grimace as she took another bite of the gelatin. But the entire time they were eating, Courage was looking around like he was worried that something would pop out at any moment.

"Wow, Muriel, this is delicious," Max complimented.

"The secret ingredient is vinegar," said Muriel proudly. "I use it in all my recipes."

"That explains that taste," groaned Trixie.

"So, what have you children been doing so far this summer?" Muriel asked them politely.

"Dealing with alien lifeforms," Ben answered bluntly.

Max, Gwen, and Trixie all looked at Ben like he was out of his mind for telling Muriel about their exploits, and Courage's eyes went cartoonishly wide, but Muriel seemed to laugh it off.

"Oh, you children and your vivid imaginations," Muriel giggled amusingly. "Now who wants desert? I made a nice cherry gelatin mold with extra vinegar."

"I do, I do, I do!" Ben and Gwen chanted in unison.

"Ugh," Trixie groaned. "You humans have stomachs of a Gourmand."

"Well, if you don't have room for gelatin," said Muriel as she stood up from her chair and picked up a bowl on the counter. "Then maybe you would like a bit of candy. Children do love candy."

"That doesn't sound so bad," said Trixie pleasantly, taking a handful of round, yellowish treats. The human Omnitrix popped one into her mouth and the very instant the treat touched her tongue, her gag reflex started acting up. "Um…Muriel…what flavor is this?"

"My own special recipe," said Muriel proudly. "They're vinegar sweets."

"I need to use the lavatory!" Trixie announced, slapping a hand over her mouth.

The green-haired girl bounced out of the dining room, skidded around the corner, and dashed so fast down the hall she ignored the expensive vase and Bagge's wedding picture that she had knocked down.

Trixie slammed the door behind her, leaned over the toilet, and vomited up everything that she had eaten for lunch. When her stomach was empty and she was leaning against the wall with a groan, Trixie couldn't help but find the whole thing ironic. She could eat octopus legs, eel eggs, refried maggots, and a handful of live worms from a bucket – and yet vinegar was her one weakness.

Trixie's stomach made an unpleasant rumbling sound and the green-haired girl held her stomach in pain.

"I need to get out of here and find some real food before I die of starvation," groaned Trixie. "But how can I slip out undetected?" She pondered for a moment, trying to channel her inner Ben, when a stroke of brilliance finally came to her. " **Accessing Ectonurite sequence.** "

Trixie's hair turned from black and green to a mixed shade of gray and black, her once green eyes becoming a deep shade of purple with black cracks in the skin around them, and floated several inches above the ground. The newly transformed girl floated forward and turned transparent as she passed through the solid wall.

Trixie decided to check in on Muriel and the Tennysons before she made her escape; she poked her head through the high area of the wall where no one would think to look at her (Trixie hasn't learned the Ectonurite's ability to become invisible yet). Ben, Gwen, and Max were still sitting at the table as Muriel brought in the gelatin mold from the kitchen – Trixie didn't see Courage anywhere, but she wasn't really looking for him.

"Here we are: my cherry gelatin with extra vinegar," said Muriel proudly as she set it on the table. "I also have extra bottles of vinegar seasoning in the kitchen if anyone wants them."

Ben and Gwen cheered; Trixie grimaced. She had no regrets about ditching them now.

Trixie slipped out of the house through the back wall and floated several feet in the air, getting a good overhead view of the retirement community.

"There has to be something to eat around here that isn't drowning in vinegar," said Trixie.

Whether by coincidence or good fortune, a smell drifted past Trixie's nose and the human Omnitrix made a pleasant noise; something smelled fruity, like apple pie. And as it just so happens, there was a freshly baked apple pie sitting on the windowsill being cooled off. Leaving pie on the window seemed very old school and made it easy for someone to steal, but Trixie wasn't complaining – her stomach needed sustenance.

Ectonurite-Trixie floated low to the ground to avoid being spotted and soon hovered over the freshly baked treat.

"Yes," hissed Trixie, her mouth salivating. "Come to Trixie, my delicious friend."

Trixie inched her skinny little fingers at the pie when she saw an elderly woman swatting at a fly through an open window. This wouldn't normally be of interest to Trixie…until the elderly woman suddenly sprang up to the ceiling, clinging to the surface, and swallowed the insect like a frog.

"What in the name of Galvin Prime?" gasped Trixie as the elderly woman dropped down cracking her neck in a disgusting way.

That was the moment Ectonurite-Trixie decided it was time to make herself scarce. She floated low to the ground through the bushes when she spotted Eustace Bagge driving one of the residential golf carts down the street with what appeared to be a rolled up carpet in the back. Beside the strangeness of driving a carpet in the first place, Trixie thought it was odd that Eustace had missed lunch with his wife and the Tennysons – from her studies of human males, they are always impatient for food. And on top of that, the pink-furred dog named Courage looked like he was chasing after Eustace, sneaking through the various bushes, mailboxes, and lampposts to conceal himself. That just about sold it for her.

"Something strange is going on here," hissed Trixie. "And I have a feeling that canine might be on to something."

* * *

Eustace ended up stopping at the community dumpster. Courage arrived a few seconds after him and took cover behind the dumpster wall and Trixie floated up behind him moments later.

The bald, former farmer grabbed the carpet out of the back of the golf cart and walked over the gate. And by that, I mean he literally walked over the gate. Eustace's legs stretched far beyond normal length and stepped over the chain-link fence like it was a common occurrence. Courage whined softly, clearly scared out of his wits, but nonetheless climbed the walls with his surprisingly sticky paws and leaped over; Trixie took the alternative route by going _through_ the wall instead.

Together, they watched Eustace push a heavy dumpster container with one hand – an impossible feat for someone so skinny – and revealed a hidden trapdoor in the cement. Just as Eustace started to open the trapdoor and the staircase hidden underneath, Trixie noticed that her cold, Ectonurite skin suddenly felt warm again. Without ever realizing it, Trixie had morphed back into her human form and unceremoniously dropped on top of Courage.

The green-haired girl and the pink-furred dog groaned, rubbing their sore heads from the collision, and then looked each other in the eyes…. Courage screamed. Then Trixie screamed. Then Courage screamed again. Then Trixie screamed again. And after taking a few seconds to realize the full extent of their present situation, both the girl and the dog turned their heads back to Eustace. The old farmer's face somehow manages to contort into the back of his head and snarled angrily at the pair – Courage screamed at such a high decibel that he couldn't even be heard by humans anymore.

"Grr…stupid dog and stupid kid," growled Eustace.

The fake Eustace twisted his body around so that he was facing the intruders, howled with his jaw hanging, green slime spilling from his toothless maw, and lunged at Trixie and Courage. He swiped his arms around for Trixie, but the green-haired girl ducked underneath, kicked him in the shin, and ran around while the impersonator staggered. She was running back to the gate when she realized that the chain-link fence was still locked from the outside. Trixie considered climbing the fence when the still screaming Courage ran past and smashed his way through the fence, knocking the gates clean off their hinges.

"That is one impressive canine," said Trixie.

She skidded around the corner and made a dash for Eustace's golf cart, only to discover that Courage was already in the driver's seat, turning on the ignition. A normal person would have questioned where a dog could suddenly learn how to drive, but Trixie couldn't bring herself to care when there was a shapeshifting monster on her tail.

Trixie threw herself into the passenger's seat and Courage slammed his paw on the gas pedal, nearly throwing Trixie out when they suddenly lurched forward. The unusual pair zipped down the street at a good twenty miles per hours, but the fake Eustace was keeping pace with the motorized vehicle using legwork alone.

"What in the name of the Great Thinker is with these elderlies?" gaped Trixie. "It's like they're not even human."

"That's what I'm thinking."

Trixie eyes went comedically wide at the sound of the voice, slowly turning her head to the direction it resonated from. The human Omnitrix looked down at Courage and suddenly started to think that maybe – just maybe – she was going a little bit insane. Courage noticed the strange stare and asked:

"What? What're you looking at?"

"YOU CAN TALK?" shrieked Trixie.

"YOU CAN HEAR ME?" screamed Courage.

But before either one could wrap their minds around this, Trixie and Courage lurched forward when the golf cart came to a sudden stop. They turned to the back of the cart, screaming in terror as Eustace's arms stretched over twenty feet and grabbed the back railing of the cart. The fake farmer grounded his feet into the street and started to pull them back despite Courage already pushing the gas pedal all the way down.

Trixie looked around desperately, trying to find something that would shake the shapeshifter off, when she remember that she still had Muriel's gross vinegar candy in her pocket. It wouldn't do any harm, Trixie though as she pulled out the handful of disgusting sweets, but maybe throwing them in its eyes would distract it enough to let them go.

Trixie pulled back her hand and lobbed the candies at the shapeshifter. The tiny treats proved to be surprisingly effective. The very instant the candies touched the imposter's skin, it started to hiss, bubble and pop like boiling water. Eustace hissed fretfully, released his hold on the golf cart, and ran in the opposite direction while Courage and Trixie zoomed down the street.

With Eustace gone, Trixie fell back in her seat with a sigh of relief while Courage turned the cart down the road, not really paying attention to the strange stares from the neighbors. The green-haired girl slowly opened her eyes and craned her head, staring at the pink-furred dog concentrating on the road like a responsible driver.

"So have you always been able to talk?" asked Trixie.

"As long as I can remember," Courage asked nervously. He was trying to get used to the idea that they were able to communicate, which Trixie totally understood. "It's just that no one has ever understood me before except for other talking animals. I didn't think humans _could_ hear me."

"Well, I'm not exactly a normal human," admitted Trixie. "But we can worry about that later. Tell me, has Eustace Bagge always been able to do…that?"

"He's super scary, but he's never done anything like that before," answered Courage. "Something got to him this morning – it fell on his head when he was watching TV, but I got scared and ran away before I could get a look. And I didn't notice before, but the neighbors have also been acting funny for the past few days."

"Yeah, I saw one earlier," said Trixie, remembering the lady climbing the ceiling. "This might be way over our heads. We're gonna need some back up."

* * *

Courage drove them back to the Bagge's home just as the sun was starting to cast a brilliant vermilion glow across the horizon. The pink-furred dog managed to park the golf cart on the lawn (and by park, they mean driving halfway up a palm tree) and rushed inside the house. Trixie found Max sitting at the dining room table while Ben and Gwen were reluctantly washing the dishes from lunch.

"Maxwell! Benjamin! Gwendolyn!" shouted Trixie urgently.

"Shush!" Max hushed her, pressing a finger to his lips. "Muriel is in bed."

"Really?" said Trixie, raising an inquisitive brow. "But it's only six thirty-two – no, wait, that's not the point. Listen, there's something unusual going on in this community. First, I saw one of the elderlies climb up the walls and devour a fly, and then Eustace – Muriel's husband – has been taken over or replaced by a shapeshifting creature. It chased Courage and I a few blocks away from here – "

"Trixie, you snuck out," said Gwen, somehow missing the point of the whole story. "Muriel was hurt."

"Yeah, that's the kind of thing you'd expect from me," admitted Ben.

"You three aren't listening," said Trixie exasperatedly. "I'm telling you that Eustace Bagge has been replaced by a shapeshifter, and he is apparently not the only one. Courage says that…whatever it is that had gotten to Eustace has always spread to the other elderlies."

"Wait…," said Gwen slowly. "The _dog_ told you that some shapeshifting creature is running around replacing all the old people."

"Apparently I can communicate with animals now," said Trixie bluntly. "It might be a new hidden power that I forgot about when my memory banks were damaged. But we can discuss that later. Right now, we need to focus on what it is that is replacing the elderlies and find out where they have taken them."

"Finally, something that's not boring for a change!" Ben cheered, immediately going for the Omnitrix's core. "Okay, here's the plan: first I'll go Rath and pound the answers out of Eustace."

"There will not be an alien transforming until we get all the facts straight," said Max firmly, much to Ben's disappointment. "And since it's Trixie that found this out, there might be something worth investigating. But if what you said is true and Eustace or whatever he is saw your face, then he knows he can't come back here. So where do you think we should start looking?"

"In here! In here! I found something!" Trixie heard Courage's voice coming from down the hall.

"I think Courage might have found our first clue," said Trixie, already rushing out the kitchen.

Ben, Gwen, and Max looked at each other strangely – about what you would expect from someone who says they can talk to dogs – but followed Trixie nonetheless at a much slower pace. They walked into the den where Muriel's rocking chair and Eustace's comfortable armchair were set in front of the old fashioned television, which was playing a black and white movie about aliens (is that ironic or what?) Courage was bouncing around and babbling something, which Trixie was nodding to.

"Well, nothing here seems out of whack," said Max.

"Except for what Eustace rolled up in his rug," said Trixie, pointing out a clean circle in the middle of the dusty den floor, "which used to be right here. Don't you see? The fake Eustace must have rolled up the real Eustace in here and then took him to wherever that trap door leads. We have to investigate."

"Now hold on, Trixie, let's not get ahead of ourselves," said Max, brushing her off. "I'm sure there's a logical explanation for everything."

"Like there is a shapeshifting creature kidnapping elderlies!" said Trixie impatiently. "Courage and I saw it!"

"The only other person that saw what you did is a dog that you can magically talk to all of a sudden," said Gwen disbelievingly.

"First off, magic is not funny," said Trixie seriously. "And secondly, how is my ability to communicate with animals any stranger than falling out of sky in a space pod or a watch that can convert a human being into millions of aliens?"

"She's got a point," Ben admitted.

"Look, we're all just really tired from the long drive her," said Max, much to Trixie's frustration. "Why don't we turn in for the night?"

"There is an unknown creature kidnapping people and you want to sleep?" said Trixie agape. "I do not understand your thought process on this."

"There's nothing more we can do for tonight," said Max. "I'm going for an early walk in the morning, but once I'm back, we'll check things out again. Now get some rest."

Max walked out of the den towards the guest rooms with Ben and Gwen following, but Trixie stayed behind a little while longer. Courage whined and Trixie patted his head in assurance. They just didn't understand.

* * *

But while the Tennysons slept that night – Trixie and Courage more reluctant than the others – Muriel was blissfully unaware in her bed, dreaming of performing sitar on Broadway. As she slumbered peacefully, something slithered across the ceiling of her bedroom. It wasn't until the strange blob creature latched onto her face that Muriel was rudely awakened, but her screams muffled by the creature's gelatinous form.

* * *

The next morning, Trixie opened the refrigerator door trying to find something to nourish herself since she never got a chance to eat anything amidst all the running and screaming in terror. The green-haired girl had hoped to at least find something that wasn't a part of Muriel's cooking, but it seemed like every trace of food and drink in the house was homemade.

"Vinegar bread, vinegar pudding, and, surprisingly enough, vinegar milk," groaned Trixie, slamming the refrigerator door in disgust. "What is with this woman and vinegar? Doesn't she use anything else for cooking?"

"Hey, I'm not complaining," said Ben, sitting at the table as he stuffed his face. "These vinegar waffles are awesome."

"And you have to try coffee with vinegar," Gwen offered from the coffee maker. "The way Muriel makes it is the best."

"…you people disgust me," said Trixie bluntly.

That was when Muriel Bagge walked into the kitchen. Courage got up from his spot on the little mat near the sink and padded over to her, but when he got close to the older woman, he suddenly stopped. The pink-furred dog couldn't understand why, but there was something about Muriel that felt…wrong, almost like something bad was happening. Courage whined, backed away from the elderly woman, and ducked behind Trixie, peeking around her legs with uncertainty. The green-haired girl blinked, looking between dog and owner in curiosity.

"Morning, Aunt Muriel," Gwen greeted the woman. "How'd you sleep?"

"Just fine," said Muriel, strangely lacking her usual cheery tone. Her attentions seemed to focus solely on Trixie. "How about you, children?"

"Sleep was…adequate," said Trixie suspiciously.

"I made you some coffee, Aunt Muriel," said Gwen sweetly, offering up a tray of both coffee and a bottle of vinegar. "I even got out the extra vinegar just as you like it."

Gwen only took a single step forward before she tripped on her own two feet, tipping the serving tray over and smashing the coffee and vinegar all over the floor. Gwen apologized profusely as the water and vinegar mingled together, sliding along the linoleum floor towards Muriel's boots. The elderly woman gasped in fright, jumped off the ground, and, to the shock of everyone present, threw out her legs and braced herself between the walls. Courage's eyes once again went cartoonishly wide, Trixie gasped, Gwen was stunned in place, and Ben's mouth was agape, spilling the vinegar syrup on the table.

"Clean it up!" Muriel demanded loudly. "Clean it up right now!"

"I'm…I'm sorry," Gwen said uncomfortably, picking up a worn-out rag and wiping up the mess.

While the redheaded Tennyson was mopping up the mess, everyone else was still staring very intently at the elderly woman as she returned her feet to the ground. Muriel turned her head toward the open door to the guest room, noticing that it was empty.

"Where did your grandfather go?" asked Muriel.

"Uh…he said he was going for an early walk," answered Ben faintly.

"Well, behave yourselves," said Muriel blandly. "I'll be back soon."

Ben, Gwen, Trixie, and Courage leaned their heads out of the kitchen threshold, watching Muriel walk down the hallway and out the door before she closed it behind her.

"Now do you see what I was talking about?" Trixie hissed the moment Muriel was gone. "Whatever creatures that captured Eustace and the other elderlies must have gotten to Muriel as well."

"All honesty, I'm not surprised," said Courage, though only Trixie could understand him. "She was always the damsel-in-distress back on the farm."

"Yeah, it was totally weird," Ben admitted. "There's definitely something freaky going on in this place. We should in investigate like Trixie said."

"Finally," said Trixie exasperatedly. "And I know just where to start looking."

* * *

It was still early in the morning when Courage and the children left the house against the fake Muriel's orders; the sun was still coming out from over the horizon, casting a redish-orange glow across the sky. Since Courage knew the area better than they did, Trixie had suggested he lead the way toward their destination while ignoring the strange stares from the Tennyson cousins. They still thought she was a bit touched in the head. They were alright with her partially turning into aliens, but talking to animals was somehow weird.

Courage led the Tennyson children down an alleyway between buildings – Trixie translated for him that it was a shortcut.

"Okay, Dr. Dolittle," Gwen piped up, readjusting her backpack. "Where are you taking us?"

Before Trixie could answer, Courage pressed himself against the wall and made a hushing noise – Trixie repeated the motion. A couple of elderlies walked past their hiding spot, thankfully not noticing the children sneak around so early in the morning.

"We need to get to that trapdoor underneath the waste container," Trixie answered once the elderlies were out of sight.

Once the coast was clear, Courage and the Tennysons made a run for it across the street.

* * *

But while the children were attempt their covert mission, the fake Eustace was waiting in an alleyway nearby, looking just as agitated as the real thing. Finally, the fake Muriel appeared around the corner.

"Is the food supply ready for transport?" asked Muriel.

"The pods are in the final stages of gestation," said Eustace. "What about the stupid dog and the stupid young ones?"

"Too chewy," said Muriel. "They need to age more before they get nice and tender."

"I'm not talking about eating," said Eustace impatiently. "The stupid girl and the stupid dog suspect too much."

But despite "husbands" concerns, Muriel only smiled in response, seemingly unconcerned by the children.

* * *

Courage and the Tennysons walked down the street a little longer, trying not to look suspicious or give away how much they suspect everything is going on in the community. The pink-furred dog babbled something and Trixie translated for the Tennyson cousins:

"Courage says the waste container is not too far."

"Yeah, I think we kinda figured that out," said Ben, plugging his nose in an exaggerated way.

Courage and the kids were just walking by when they noticed a couple of elderly ladies playing shuffleboard in the middle of the street, which was peculiar in itself because there was no shuffleboard court. Though Ben and Gwen didn't bat an eye to the whole thing, Trixie was still very suspicious of everyone there and couldn't resist sparing a glance at the two grannies. As it turned out, she was right to be suspicious.

The two old women snarled, exposing their fangs and narrowing their eyes at the children. The elderly women pulled back their sticks and slapped the pucks as hard as they could, sending them flying towards the kid's heads.

"Duck!" Gwen screamed, narrowly dodging a flying puck.

"Run!" shouted Ben.

The children made a break for it – Courage was unsurprisingly the fastest out of all of them, managing a good ten to twelve feet ahead of the others. The elderly ladies continued to shoot at them with shuffleboard pieces nonstop, breaking the pieces against the street and walls close to them. The children finally managed to catch a break when Courage turned left around a corner out of their firing range, which caused them to stop for some reason. The four of them leaned their backs against the wall, trying to catch their breaths.

"Guys, what's going on," asked Max, suddenly appearing out of the shadows.

"That thing that kidnapped Eustace also got to Muriel," Trixie explained, panting. "And there are more of them just back there. We need to – Courage, what's wrong?" the green-haired girl asked when the dog started growling.

"That's not him!" growled Courage. "It's not him!"

Courage's warning could not have come at a better time. When the pretend Max Tennyson came closer to the children, his teeth were noticeably yellow and pointed like fangs. The imposter swung his arms around to grab the kids, but Trixie shoved Ben and Gwen to one side, just managing to duck under his reach. The shapeshifter twisted his head around as the kids started to run away, growling menacingly, and stretched his arms to reach them. He was inches away from touching the back of Ben's shirt when he felt a sharp pain in his left leg, pulling his arms back with a snap, and looking down. Courage growled as best he could as he sank his teeth into the imposter's leg, which was surprisingly stretchy the harder he pulled at him. Fake Max shook his leg spastically trying to knock the canine off.

"Get off of me, you mangy mutt!" shouted Max.

"Nuh-uh!" said Courage defiantly.

"We have to go back for Courage!" shouted Trixie, her eyes locked on the brave dog over her shoulder.

"I think we might have bigger problems!" shouted Ben, pointing forward.

Eustace, Muriel, and a third elderly imposter had somehow flipped a rusty old pickup truck and hoisted it over their heads as easy as an Appoplexian could. They tossed the truck as if it were a baseball. Ben grabbed Gwen and Trixie by the arms and pulled them out of the way as the truck zoomed past their heads, barely clipping one of Trixie's many black hairs. The truck was instead sent flying toward Courage and the imposter Max. Courage saw the truck coming before the faker and threw himself off the shapeshifter just before the automotive smashed fake Max into the wall, sending splatters of murky green flying everywhere.

"No!" screamed Gwen.

"Don't worry, it's not real!" said Ben, remarkably calm under the pressure.

As Ben said, the imposter Max turned out to be perfectly fine. The greenish blobs that had splattered everywhere quickly merged together to reform their impression of Max Tennyson, but failed to perfect the imitation as its left eye resembled nothing of a human's, instead round and alarmingly red.

The fake elderlies came together and hissed at the children when they heard a soft groaning coming from their left. Courage moaned as he rubbed his sore head, barely managing to escape being squashed to death, but the shrapnel that flew out from the truck's destruction had conked him on the noggin hard. The pink-furred canine turned around, sitting on his butt, and stared blurrily at the imposters circling him. It took him all of two seconds for him to assess the situation and let out a glass-shattering scream.

"Courage!" yelled Gwen worriedly.

"We gotta save him," said Ben firmly.

"I'll make a grab for Courage," said Trixie insistently. "You two worry about getting that trapdoor open. **Accessing Citrakayah sequence!** "

Trixie's green and black hair turned to a mixed shade of black and blue with two strands pointing out the side of her head similar to Fasttrack's 'eye mask'. The part-human, part-Citrakayah took off in a blurr of motion, leaving behind a blue trail in her wake – Ben had also slammed down the Omnitrix when she had zoomed away, but Trixie wasn't paying attention to that.

Courage whimpered as he tried crawling away from the fake elders, but there was nowhere for him to crawl to since they had surrounded him on every side. Max, Muriel, Eustace, and another unnamed elderly had him pinned down, hissing and wiggling their fingers as if itching to strangle him (which wasn't all that uncommon coming from Eustace). The fake elderlies moved in to snatch him up when a blue blur whizzed between them, leaving the space empty where there should have been a pink-furred dog.

The shapeshifters twisted their bodies with overlapping snarls as Trixie skidded her feet to stop her momentum, carrying a shaken Courage under her arm. The imposter elderlies started to move toward her, but Trixie just as easily zipped through the group, knocking the creatures off their feet and on their backs.

As Trixie and Courage raced back toward the dumpster, they had already found that Ben (transformed as Diamondhead) had already moved the waste container out of the way and had thrown open the trapdoor.

"Get inside quickly!" yelled Trixie.

"You don't need to tell us twice!" said Diamondhead.

The Petrosapien pressed his hands against the edge of the trapdoor opening, creating a slide made out of the same material that formed his body – Trixie could only assume that the trapdoor led to a steep drop. Gwen went down the crystal ramp first by the time Trixie and Courage reached the Tennyson cousins. Once Gwen was out of sight, Trixie set Courge down on the edge and pushed him into the underground passage (the pink-furred dog forgot their dire situation for a moment and let out a happy cheer going down).

Trixie crouched down and was ready to slide after him when two sets of fingers wrapped around her throat, making the Human Omnitrix gasp. Eustace had been the first of the shapeshifters to stand back up and stretched his hand across the street, extending his finger like rope to choke out the part-Citrakayah girl. The creature's fingers started the tighten and bruise Trixie esophagus, making it very difficult to breath, when Diamondhead jumped in between and sliced the limbs with his bladed arm.

"Hey, hands to yourself!" shouted Diamondhead. The Petrosapien then kneel down and formed a wall of crystal separating them from the shapeshifters before turning on Trixie. "That oughta hold them for a while."

"Not by much," Trixie informed him, already spotting the shapeshifters starting to climb the walls. "Let's get out of here!"

With that being said, Trixie slipped down the crystal slide and Diamondhead followed her shortly afterwards. But before he went down, Diamondhead paused for a moment and flexed his hands around the trapdoor opening, covering the space until the underground entrance was completely sealed. There was no guaranteeing that it would keep whatever these monsters back indefinitely, but it would buy them a little extra time.

One quick slide later and Diamondhead rejoined the group (Trixie returned to her base human form by now). The underground cavern was dark, but Gwen was prepared for anything as always, already whipping out a flashlight to make things a little brighter. She roamed her tiny little light around the area, showing that there were many different tunnels that could have led them to any single direction; Trixie was careful to notice that these tunnels looked manmade and were done very recently given the lack of moisture or rock formations.

"These tunnels must go under the whole complex," said Gwen.

"Did you see the way those freaky alien things lifted that truck and turned all stretchy?" said Diamondhead. "It was so weird seeing old people doing stuff like that. Any clue what those things are, Trix? Know how we can beat them?"

"Well, it's not exactly that easy to differentiate one species of alien out of millions," said Trixie knowledgeably. "There are plenty of species that are capable of altering their physical forms as well as possessing above-human strength and endurance. Galvanic Mechamorphs, Polymorphs, Green and White Martians, Lenopan – the list goes on. Until we can discern just what these things are, I can't tell you how we can fight them off."

"We should try to find grandpa and the other elderlies," suggested Gwen. "Who knows what kind of freaky experiments those…things might be doing to them."

"But these tunnels go on for miles," said Diamondhead, waving his arms as if to get his point across. "It'll take forever."

Amidst the Petrosapien's complaints, Courage decided to be more proactive about this. The pink-furred canine sniffed along the catacomb floor, trotting in a full circle past each tunnel trying to cycle through the dozens of different smells. When he finally found one familiar, Courage jumped on his hind legs, pointed down the tunnel, and babbled in his language that only Trixie could understand.

"Courage says he found Muriel's scent," Trixie translated for them.

"Really? We're gonna follow the dog again?" Ben complained once again.

"If you have any other ideas, please feel free to share," Trixie challenged, glaring indignantly.

Gwen and Diamondhead shared a look…then decided they were going to follow the dog again.

Courage led the Tennysons through a series of similar-looking tunnels that almost felt like a labyrinth to navigate through. Left, right, another right, two lefts, forward, then left again – Gwen had tried to memorize the path back to the start in case they got lost, but even she couldn't keep up with all these directions. Every once in a while, they came across a fork in the road or a four-way intersections and Courage had to reconfirm their course with his nose before they moved on. And finally after what felt like an eternity, Courage and the Tennysons stopped in tunnel that had been blocked off with a lot of wooden boards and attempted to hide in underground roots; someone didn't want anyone to find something. Courage sniffed the boards and then babbled to Trixie.

"Muriel and the others are on the other side," Trixie translated.

"One side, people," said Diamondhead, shoving his way to the front. "Alien pile driver coming through."

Courage, Trixie, and Gwen took several steps away before Diamondhead extended his hands into their bladed forms. It only took the Petrosapien two swings to cut through the roots and break down the boards. And just in time too because the Omnitrix just started beeping when the tunnel opened up and Ben returned to his human state in a flash of red light. Courage compelled himself not to freak out by why and how a kid turned into a giant crystal alien and back, thinking only that he needed to save Muriel (and maybe Eustace if he had to). The blocked tunnel actually opened up to a high ledge overlooking a spacious area in the catacombs from which Courage and the Tennysons could see everything.

"Whoa…," said Ben in awe.

"Whoa' is right," mumbled Gwen.

The majority of the cavern was taken up by a retro-style flying saucer while the ground around it was littered with what must have been over a hundred of murky-green pods. Courage and the Tennysons cautiously climbed down the side of the rocky cliffside and tiptoed through the sea of pods. The surface of the pods was covered in a thin, transparent membrane, allowing them to see the people inside. They were able to identify a few of the people from their run around the neighborhood.

"It's like everyone in retirement village has been podded up," said Gwen worriedly.

Ben roamed around a few paces before he came upon a familiar sight.

"Grandpa," gasped Ben.

He wasted no time ripping the membrane apart, which was surprisingly easy, and opened up the pod with a puff of gas spilling out with the elder man. Max fell over lightly, but quickly started to wake from his forced sleep, groaning and blinking his eyes sleepily as Ben and Gwen helped him to his knees.

"Ugh…I was out for a walk and then…," said Max, grimacing. "I can't remember what happened next."

"What happened was: I was right!" yelled Trixie, feeling immense satisfaction. She walked over to the next pod, digging her nails into the membrane. "C'mon, we need to get everyone out of here."

"I wouldn't do that if I were you."

The fake Muriel and the other elderly imposters had managed to find their way in, no doubt through another tunnel. Courage snarled bravely, right up until one of the fake elders hissed and the pink-furred hound zipped behind Trixie's legs in the blink of an eye; the green-haired girl shook her head in disappointment.

"Well, you're not us," said Ben defiantly.

"Not yet we're not," said Eustace confidently.

With their secret exposed, the imposters seemed to have no other desire to keep their masks anymore, morphing their bodies to reveal their true forms: tall, gelatinous creatures made from a murky-green substance with exposed pink organs and a cluster of multiple eyes.

"They're Limax!" shouted Trixie, backing up with the Tennysons as the blob aliens moved closer. "Of course, why didn't I see it before! That's why they wanted all the elderlies! Limax diet of aged meat, particularly those of a more humanoid species!"

"Great, so how do we stop them?" asked Ben, trying and failing to activate the Omnitrix; it was still in Cooldown Mode.

"Uh…I'll have to get back to you on that," said Trixie uncertainly.

The Limax stepped closer and closer to the Tennyson, backing them up until they were pinned against their flying saucer. But in a surprising stroke of good luck, Gwen's hand accidentally touched a secret switch on the surface of their saucer, opening a hidden door behind them. Gwen nearly tripped over herself when she fell back inside the ship, but managed to catch herself. Inside the saucer, Gwen saw even more pods like the ones outside.

"Look what's back here," said Gwen, calling the attention of Courage and her family.

"Their ship," said Max in realization.

"Oh no, they found it!" the leading Limax yelped, worry filling his gurgling voice.

"It's not really that hard," said Trixie pointedly. "I mean, you can tell it's a ship just by looking at it."

"Don't let them escape," the leading Limax commanded. "Get the pods on-board. They've been marinating long enough."

"You know what?" said Ben, glaring down the Limax. The Omnitrix _binged_ and Ben grinned. He activated the core and turned the dial until he found the alien he was looking for. "You guys really burn me up."

Ben slammed down the Omnitrix's core (despite Trixie telling him for the millionth time not to) and transformed into Heatblast in a burst of green light. The Limax edged away from the Pyronite in surprise as the humanoid firestarter stared them down.

"Now I'm gonna return the favor," said Heatblast.

The Pyronite coupled his hands together and blew a heavy stream of flames into the Limaxes faces. But much to everyone's surprise, not only were the Limax somehow able to withstand the flood of fire washing over them, they seemed to act like it wasn't even there. All but ignoring the flames, the Limax bounced to a single space, one-by-one merging together into a single mass of green slime. Heatblast cut off his attack and took a step away as the Limax's merged form twisted and molded into a rough, bipedal creature more than twice the size of the Pyronite.

"Whatever you are, you just made a terrible mistake," said the Limax. "Us Limaxes live for the heat. Why do you think we came to the desert in the summer?"

Heatblast twisted his head and shot an accusing look at Trixie.

"What?" retorted Trixie, feeling more than a little insulted. "I may share a bond with the Omnitrix, but that doesn't mean I know every little thing about every alien species! There's over a million of them!"

Heatblast let out an annoyed sigh as he ran his oversized hand down his face….Now that he was over that, the Pyronite recklessly charged at the merged Limax and started to freely punch at the alien's lower body. It was like trying to punch water – his fists smashed through the surface, but the Limax did not take any damage from the hits. And then on one of his punches, the Limax shaped a tentacle from its mass and wrapped it around Heatblast's arm when he pulled back. The merged Limax lifted Heatblast off the ground, whipped him around the air, and slammed him back down once…twice…three times in rapid succession. The merged Limax lifted the beaten Pyronite to eye level when it heard the sound of rapid movement behind it and turned around.

Gwen, Max, and Courage were all doing their part carrying the pods out of the spaceship one-by-one while Trixie used her Citrakayah transformation to speed things along. Not wanting to let its meal get away, the merged Limax spat out two blobs from its back, which landed closest to Gwen. The blobs rose up and became a smaller version of the Limax outside the ship, sneaking up behind the redheaded Tennyson and whipping its arm around. Luckily, Gwen saw it out of the corner of her eye at the last second and ducked out of the way, but her backpack took the hit instead and dumped everything on the ship floor.

Seeing that Gwen was in danger, Courage acted out of his namesake and jumped in front of the redhead, growling at the slime aliens. For a moment, the Limax gave pause and actually shrieked in fright before backing away from the dog and the girl. They almost thought that Courage had frightened them off, but they quickly realized the Limax were focused on a bottle that had fallen out of Gwen's backpack – a bottle of vinegar.

Courage hummed thoughtfully…then he picked up the vinegar bottle and held it up against the Limax. The gelatinous aliens screamed in terror and made a mad dash for the door while Courage chased after them, waving the vinegar bottle like a battle axe. Gwen and Max watched the strange scene from afar while Trixie zoomed up next to them, all sharing a look of utter bewilderment.

"You just happen to have a bottle of vinegar on you?" Trixie asked Gwen strangely.

"Aunt Muriel said I should keep it in case of emergencies," answered Gwen.

"There is something not right about that woman," said Trixie, shaking her head.

Courage chased the Limax until they dove back and merged with the larger Limax. The merged form of the gelatinous alien slowly turned with a vicious snarl at Courage, who grounded his feet to a screeching halt and suddenly shrank on the stop. The merged Limax whipped Heatblast off in some direction and took a step closer to the pink-furred dog. Courage's body shook violently and his teeth chattered painfully, but he couldn't find the strength to run away. The shivering canine closed his eyes and held the vinegar bottle out in front. The larger Limax didn't seem as frightened as its smaller counterparts, but there was a noticeable quiver in its body. That's when the idea struck Gwen.

"They hate vinegar!" shouted Gwen in realization.

"Well, then they can't be all bad, can they?" said Trixie dryly. "But I suppose you're right. Muriel reacted badly to the vinegar in the kitchen and Eustace's skin burned when I threw that vinegar candy at him on the golf cart. All it takes is a little drizzle… Ben, can you hear me?" Trixie shouted across the cavern.

"Yeah, I hear you!" Heatblast shouted back, standing up from where the Limax tossed him.

"When I say 'Now', I want you to blast a fireball over the Limaxes head!" Trixie shouted her instructions; Heatblast returned his answer as a thumbs-up. "Courage, toss the vinegar as high as you can!"

The pink-furred dog regarded his human friend with a look of temporary confusion…but nonetheless nodded in agreement, pulled back his stubby arm, and tossed the vinegar bottle with all his might. The Limax's multiple eyes followed the bottle of harmful liquid, its body rippling from being in close proximity of the material. Once the bottle was squarely above the limax's head, Trixie shouted the signal ("NOW!") and Heatblast lobbed a small fireball to collide with the jug. The vinegar bottle exploded in an instant and all of its contents rained down over the Limax. With every drop of vinegar that touched its skin, the Limax bubbled and popped like boiling water, shrieking in pain as its body slowly dissolved into a murky puddle of green goop.

"See ya, slimeball!" said Heatblast.

Trixie was carrying out the last of the elderlies when the spacecraft began to power up and whatever remained of the Limax that survived the vinegar shower slipped inside before the door shut. Trixie's Citrakayah transformation just about wore off as she set down the remaining pods next to the ones Gwen and Max carried out when the entire cavern began to rumble. The Limax's spacecraft glowed as it started to rise out of the ground, revealing that their ship was a lot bigger than originally expected. The cavern echoed with the roar of the ship's engine and Courage and the Tennyson's knew they had to duck out of the way before they were turned to coal in the afterburners. The Limax's ship drove through the cavern ceiling, creating a massive hole that opened up into the desert sky, and then just as quickly vanished into space.

Courage and the Tennysons all let out relived sighs; Gwen leaning against one of the pods and Trixie just flopped on her back, too tired and sore to even move at this point. The girls wanted nothing more than to just stay where they are and drift off into unconsciousness – it had been a rough day for them. Unfortunately, their work was no done just yet.

"We should get them back to their condos so they'll think they never left," said Max, referring to the podded elderlies.

"Why?" Trixie whined. "Can't we just leave them here and let them work it themselves out? I'm too tired…."

"Give me a few minutes," said Heatblast. "I'll see if Fasttrack can help out."

* * *

The next day came too soon for Trixie's liking – she was still tired and sore from all the investigative work she had to do yesterday while Ben and Gwen had been stuffing their faces in vinegar (which she was going to hold over their heads for a very long time). But more than anything, she was sad that she would have to say good-bye to Courage.

After the Limax were gone and everyone was safely back in their condos, the two of them had really bonded and shared stories with each other (Courage went through a surprising amount of ordeals back in that farmhouse – Trixie learned never to underestimate Nowhere again). But alas, every visit had to come to an end, and thus Trixie and the Tennysons stood outside of the Bagge's household saying their good-byes.

"Don't be strangers," said Muriel, hugging Max.

"We won't," said Max assuring.

"Bye, Aunt Muriel," said Gwen.

"Thanks for everything," said Ben earnestly.

"It was no trouble, dearies," said Muriel happily. "Oh, I almost forgot. This is for the road." She reached behind her back and pulled out a cherry gelatin mold. "It's my special cherry vinegar gelatin. I made sure to put in extra vinegar just for you."

"Thanks, Aunt Muriel," said Ben and Gwen in grateful unison.

Trixie fought back the urge to gag, but found herself smiling all the same. So while the Tennyson cousins hugged the old woman one final time, Courage walked up to Trixie and mustered up a smile as well.

"Sorry things got a little weird around here," Courage apologized.

"My whole life is nothing but weird," said Trixie jokingly.

"Yeah, I know that feeling," Courage chuckled humorously. With another smile, he held out his paw and Trixie accepted it, shaking briefly. "You know, it's nice having someone to talk to that isn't trying to strangle me or eat me. Maybe we could talk again some time. Muriel still doesn't know how the internet works, but I'm learning fine. Maybe we can chat online some time."

"I'd like that," said Trixie. And without warning, she kneeled down and hugged the pink-furred dog, which he was all too happy to return. "See ya, Courage."

"Bye, Trixie," said Courage.

The Tennysons said their final good-byes as they loaded up onto the Rust Bucket and rolled out onto the road again, though Trixie made sure to roll down the window and wave good-bye to her new friends one last time. Muriel and Courage waved in return until they vanished beyond the boundary of the retirement village.

That was it…everyone was safe…everything was back to normal….

"Hmm, I wonder whatever happened to Eustace," said Muriel curiously.

Courage's eyes went wide – he knew he had forgotten something.

* * *

Out into the endless reaches of space, Eustace screamed through the view glass of the Limaxes ship as it sailed through the black ocean of stars.

"Stupid dog!"

* * *

 **Trixie's power to communicate with animals stems from the Unitrix's ability to absorb animal powers, but not a function that Azmuth had intended – this is a result of Trixie's unconscious ability to learn and evolve. At this stage in her life, Trixie can only communicate with animals that possess above average intelligence like Courage and not animals that act solely on instinct, which is why she could not communicate with the Kraken in the previous chapter. As she gets older, this power will become more refined, but in her current state, it has limited capabilities.**

 **Next episode: Hunted**


	6. Hunted

**Episode 6: Hunted**

The Chimerian Hammer orbited the Earth slowly, its technology far more advanced than anything those worthless human could come up with, essentially making them invisible to the world below. The iron-fisted ruler of the ship floated helpless and harmless in his tank of healing fluid, fighting off grimaces from the slow and painful process of revitalization. But his burning-red gaze fell upon the twitchy form of Dr. Animo as he paced back and forth between the medical bay, writing down numbers on his clipboard and occasionally making adjustments to the settings of his tanks. Cetanu and her pet Xenomorph stood off to the side as they watched the oddly pigmented human ran around in circles, mumbling to himself:

"…twenty-seven over sixteen carry the three…optimal pressure and intake…rearrange the genome sequence…."

"Cetanu," Vilgax growled, making his daughter stand up straight. "You are certain about this? Placing my life in the hands of this…human?"

"Dr. Animo is admittedly not the first person I would think to oversee your revival, father," said Cetanu. "But I've seen his work and it is impressive nonetheless. Once we gave him your DNA code, he was more than willing help accelerate your recovery rate."

"Oh yes, you can trust me, Lord Vilgax," said Dr. Animo with glee as he rushed to the nearest terminal. "When I am finished, you will be even more powerful than you had ever been."

"You'd best be right, human, or I shall throw you into this system's star," hissed Vilgax; Dr. Animo squeaked and doubled work pace. With the human scientist rightfully frightened, he turned his attention back to his Yautja daughter. "Cetanu, have you done what I asked?"

"Yes, I found the mercenaries as ordered," said Cetanu with a noticeable hint of malice in her voice. "I do not understand why you do not allow me to retrieve the Omnitrix and the girl myself."

"Because you already failed me once, child," said Vilgax impatiently. "It is only because of the data you had gathered for me that you are not currently hurtling through the vacuum of space. Now, show me."

The Yautja seemed hesitant to comply, but her father's leer quickly changed her mind and turned on one of the medicals bay's many viewing screens. On the monitor were a group of three humanoid beings standing in a row decked out in full body armor that different in different shades of purple with similar styled helmets that had four central lines that made the outlines of their face.

The first of the group was more stooped than his partners and his armor was covered in dozens of openable pads that seemed like storage units for his gear. The humanoid in the middle was taller and more heavily built than either of his partners, making him more durable than them, and his armor seemed to have a more cybernetic styling to it. The last one in the group was the only female, shorter and thinner than the first two, but her armor was a lot sleeker and used less technology than her partners, meaning she relied mostly on her skills.

"Sixsix, Sevenseven, and Eighteight of Sotoragg," Cetanu introduced the armored warriors. "We have already auditioned them as you requested and they – mostly – passed, which should be considered a monumental feat for bunch of technologically-reliant bounty hunters." The female Sotoraggian said something in her native language. "Use your universal translators, for the Black Hunter's sake!"

Eighteight and Sevenseven each tapped a button on their gauntlets, lighting up the lines on their helmets, but Sixsix looked perplexed and looked himself over for a button he couldn't find.

"I said, we did a lot better than you did, Yautja," said Eighteight mockingly. "From what I heard, you were defeated by a group of children and an old man. How embarrassing that must have been."

"You…" Cetanu snarled, whipping out her wrist blades.

"Enough!" yelled Vilgax. Cetanu looked over her shoulder at him for a moment and then reluctantly pulled back her blades. "You are all hired to work for me. Your objective is to retrieve the Omnitrix from the child who wields it on the planet below." Another screen popped up for the Sotoraggians, showing of the Omnitrix. "The one who succeeds collects the reward. Do not disappointment me."

* * *

The Tennysons had left the retirement village a couple of days ago, but were still roaming around the vast deserts of Nowhere, Kansas. Endless stretches of wasteland without a single town or wildlife within a hundred miles other than the ravenous vulture, which seemed to be following the Rust Bucket a lot recently. It was the perfect place to get a little bit of training in.

Max was just putting the finishing touches on the obstacle course that he had constructed out of wooden sticks, empty soda cans, extra tires, and lots and lots of rope. When the older Tennyson man gave the go-ahead, Trixie nodded and looked over at Ben with her arms crossed and her brow furrowed in seriousness.

"Are you ready?" asked Trixie.

Ben's response was raising his hand dramatically in the air and slamming it down on the Omnitrix's core (and ignoring Trixie when she told him for the billionth time not to do just that). After a quick transformation sequence, Diamondhead leaned forward with his knees bent and his fingers twitching eagerly.

"Oh yeah," said Ben confidently.

"Remember to use your head this time instead of your fists," said Trixie, not unlike that of a drill sergeant. "The Petrosapiens are a sturdy race, but they are not invincible nor are they unbeatable. One day you will come across someone who can punch harder or think faster than you, so you will have to rely on your most powerful tool: creativity and unpredictability."

"I know, I know," groaned Diamondhead, transforming his hands into a cluster of shards. "But punching is way more fun."

"Sometimes I regret not letting that Yautja take me away," mumbled Trixie.

The green-haired girl stepped outside of the obstacle course and raised her hand in Max's directions. The older man nodded in response and pulled one of the makeshift levers, activating a handmade catapult that threw a bunch of empty soda cans at Diamondhead. The Petrosapien pivoted, firing a dozen shards from his hands, and accurately stabbing each can in the middle. Grandpa Max pulled another lever and tugged at a rope, dropping down a pair of bulls-eye targets behind Diamondhead. He spun around a fired off another dozen shards, successfully hitting the center of the targets. Diamondhead grinned cockily. Grandpa Max turned to activate more of the targets and the Petrosapien was hitting each one with remarkable accuracy that it was almost understandable why Ben was acting so confident. But as he kept shooting more of the targets, it was starting to look less like training and more like Ben trying to show off in Trixie's eyes – Ben pulled unnecessary flips and dives in an effort to look cool only proved her point.

Meanwhile, Gwen was lounging by the Rust Bucket starting to apply sunscreen as she sighed irritably.

"Show off," Gwen voiced Trixie's thoughts.

"Focus, Ben!" shouted Max. "Listen to what Trixie said: less brawn, more brain!"

"Don't worry, grandpa," said Diamondhead cockily.

The elderly Tennyson pulled another lever and threw another barrage of soda cans at Ben's head, which he dodged and fired over his shoulder unnecessarily. But while his attention was directed elsewhere, a tire came swinging down from above and smacked him across the face. The Petrosapien was sent flying while his hand was still firing silicon shards in every direction.

Max and Trixie ducked behind the wooden boards of the obstacle course – one of the shards punctured the wood and came dangerous close between Trixie's eyes – and Gwen dived out of the way where the shards flew at the Rust Bucket. The redheaded girl paused for a minute until the situation was over before she crawled out…right underneath the dripping sunscreen bottle that Diamondhead had skewered. Gwen let out an irritated growl and Trixie and Max climbed up from their hiding places, glaring at the Petrosapien that was laughing humorously.

"Oops, my bad," said Diamondhead, not sounding at all apologetic.

* * *

Deciding to end training early before Ben could cause another disaster (Gwen's words, not Trixie's – though she happened to agree), the Tennysons climbed back onto the Rust Bucket and hit the open road again.

"You rock head," Gwen chided her cousin across the table. "You almost turned me into Swiss cheese."

"I said I was sorry," retorted Ben. "What else do you want?"

"What we want is for you to take the Omnitrix more seriously, Ben," said Max from the Driver's seat. "That is the most powerful and dangerous weapon in the universe attached on your wrist. It's not a toy. You need to put more thought into how you use it."

"That's what I have Trixie for," said Ben. Trixie groaned and rolled her eyes in annoyance from the passenger's seat. "Come on, you guys have seen me in action. I'm the baddest Ben in town. I've kicked so much alien butt, my feet hurt." He propped his feet on the table as if to emphasize his point.

"Yeah, well, one of these days, you're gonna screw around and get your own butt kicked," said Gwen mockingly, shoving off Ben's feet. "And I hope I'm there to see it."

"Dream on, geek face," said Ben confidently.

Trixie sighed despairingly and leaned her head on her hand, staring out the window. She contemplated what her life would have been like if someone else had found the Omnitrix first – preferably someone that didn't solve all their problems with their fists – when the Rust Bucket started to sputter.

"Uh oh, that doesn't sound good," said Max as he stopped the Rust Bucket.

* * *

Back at the obstacle course the Tennysons had abandoned not too long ago, the Sotoraggian siblings had arrived. Sevenseven was waving a scanner-like device across the air while his younger brother was investigating the course from up close, and his older sister was examining the ground a short distance away.

"This is where the Omnitrix was last activated," Sevenseven informed his siblings. His younger brother said something in their native language; he still hadn't figured out how the translator worked. "I agree with you, brother. A rock pile like this _is_ better off space dust, but that's not the point – hmm, what's this?"

Sevenseven noticed one of the soda cans that Diamondhead had punctured in training earlier and reached down to grab it when a cable came from out of nowhere and snatched the can before he could grab it. The cable stretched back to Sixsix so he could get a better look at the clue, but Sevenseven bounded forward and ripped the cable out of his brother's shoulder in anger. The older and younger brothers squared off – Sixsix commanded several cables with weapon attachments from his pack and Sevenseven converted his hands into multi-barreled cannons. Sixsix said something in their language.

"That's big talk coming from a genetic mistake, brother," Sevenseven retorted.

It looked like the Sotoraggian brothers were about to come to blows when a laser bolt zipped between them and burned through the support pole of the course. The Sotoraggians immediately set aside their squabble and start shooting at the piles of wood and tires that started falling on their heads. Seconds later, Sixsix and Sevenseven were standing in the middle of a junk pile that used to be the obstacle course and spun around to the direction that the laser had come from. They were none too surprised to see their sister with her one of her laser pistols still smoking before she holstered it.

"If you are done playing macho man, check this out," said Eighteight, pointing to the ground at her feet. Sixsix and Sevenseven begrudgingly marched over and saw what their sister found: tire tracks. "These look fresh – they only left recently. And judging by the fluid mixed in with the sand, we can assume that their vehicle was damaged somehow. They couldn't have gotten too far in its current state. It appears they were heading in the northern direction."

Sixsix said something in their native language and took up with his jetpack.

"Not if I get there first!" shouted Sevenseven before he too zoomed into the air.

With both of her younger brothers gone, Eighteight took a moment to think as she held up the skewered soda can that she had swiped from Sevenseven without him noticing. The female Sotoraggian looked over the can and the silicon shard imbedded in the aluminum…then crushed both in her fist, reducing the shard to green dust before the desert winds carried it away.

* * *

Grandpa Max only barely managed to get the Rust Bucket to a nearby town before the old RV stopped running altogether. Unfortunately, the town they arrived in looked like it had been abandoned for close to a century. It was a perfect depiction of those old desert towns you would see in the western movies, only now everything was either boarded or busted up. Even the tumbleweeds were just gathering dust in the corner of the street, which was kind of ironic when you thought about it.

"This place look like it hasn't been used for a long time," said Trixie.

"Not for a while," said Gwen knowingly. "My intelli-map program says this is Slatterville, incorporated in 1857 after the discovery of silver. Went bust in the late sixties when the mine ran out."

"Why does everything that comes out of your mouth sound like a book report?" Ben groaned.

"Ah-ha," said Max, having poked his head under the RV's hood. "I think I found the problem." He pulled out a hose dripping with gasoline and a familiar green shard puncturing the tube. "Leaky fuel line."

"So…still think your way is better?" Trixie asked sarcastically, crossing her arms and glaring.

"Uh…lucky shot?" said Ben sheepishly.

"I should be able to patch this up," said Max, though it sounded like it was a real pain for him to do.

"Sorry, grandpa," Ben apologized, but then immediately went for the Omnitrix's core. "Here, let me help. Maybe Rath. No, wait, Arctiguana."

"You've done enough, Ben," Max interjected. "I'll handle this."

"…Okay," said Ben, shrugging his shoulders nonchalantly. "Guess I'll just check this place out."

The young Tennyson boy walked around with a goofy grin on his face, looking for a new exciting adventure to entertain himself – and that did not sit well with the rest of his party. Gwen and Trixie shared concerned looks with one another and even Max looked uncomfortable with the notion of leaving Ben alone in an abandoned town with a small army of aliens on his wrist. That was a combination that just spelled disaster.

"Maybe you two should uh…," Max said to Gwen and Trixie.

"Make sure he doesn't somehow blow everything up?" Gwen finished his sentence, which Max nodded in response. "We're on it."

"You know, it's frightening to think that scenario is very probable," said Trixie as she followed the redhead.

And speaking of the walking disaster zone, Ben had stopped just down the street and walked into one of the most desolate and abandoned buildings in the town. Judging from the collection of mine carts, pickaxes and shovels, this must have been an old equipment shed that the miners used to store their tools. Having been abandoned for a hundred and fifty years, all of the metal tools were covered in multiple layers of rust and the wheels had broken off the mine carts, tipping them over and spilling mounds of dirt of gravel all over the floor.

"Ugh, talk about old school," said Ben, walking deeper into the shed and picking up a rusty tool. "Look at all this junk."

"Ben! Ben!"

"Benjamin, show yourself!"

That was Gwen and Trixie; it sounded like they were looking for him. Ben hid himself against the shed doors and watched both girls passing his hiding spot without sparing a glance at the old shed. A wicked grin stretched across his face as an even more wicked plan brewed in his mind. He creepily slid back inside the equipment storage as he activated the Omnitrix's core and slammed it down on his desired alien. The bright green light flashed out of the corner of Gwen and Trixie's eyes, making them both turn toward the equipment shed. They turned back around and walked to the threshold of the storage unit with Gwen taking point.

"Calling all dweebs!" Gwen yelled into the building, her voice echoing against the walls.

But when she was met with no response, that's when Gwen started to look worried. The redheaded girl hesitantly walked deeper inside the building, but Trixie stayed back for a bit, her eyes roaming around the storage shed suspiciously. Gwen stepped lightly inside the building casting worried glances left and right as she passed the row of mining carts and tread toward the back of the building where they hanged their rusty tools. While she had never noticed, a shadow crept across the floor and slid through the gaps in the mine carts, edging closer to the unsuspecting girl. The shadow slithered up behind Gwen and suddenly passed through her like a gentle breeze, sending a chill that ran down her spine and turned her breath cold.

" _What's the matter, Gwen?_ " the shadow hissed, molding into shapes in front of her. " _You look like you've seen a Ghost…freak!_ "

The shadow laughed and molded itself into a physical form, manifesting an alien that Ben hadn't used for a while: the Ectonurite known as Ghostfreak.

True to its name, the alien looked like the stereotypical ghosts that floated without legs and had claws for hands. It's skin was a deathly-shade of gray with black lines running everywhere along its body with the Omnitrix symbol peeking through its skin on the left side of its chest and a single, vertical purple eye in its head.

The Ectonurite laughed and pointed at Gwen, who was shivering from the sudden cold, until Trixie suddenly walked up and slapped him across the face.

" _Ow_!" Ghostfreak whined, holding the place where Trixie hit him. " _What'd you do that for?_ "

"I'm surprised I haven't done it sooner," said Trixie honestly.

"You are such a doofus," said Gwen, finally getting her body temperature under control. "You think you're so funny? Get over yourself. You're not scaring anyone."

Ghostfreak looked like he was about to retort when he was cut off by a loud, whistling sound that seemed to come from nowhere. The Ectonurite and the girls looked around for the source as it became louder and louder with each second, but couldn't figure out where it was coming from. But when the realization dawned on Ghostfreak of what was causing the noise, he grabbed Gwen and Trixie by their shoulders and pulled them away. And not a moment too soon as the roof sudden collapsed where they had been standing, creating a cloud of smoke. Ghostfreak pushed the girls behind him and held his arms out protectively as the Sevenseven emerged from the smoke, transforming both his hands into cannons and aiming at the Ectonurite.

"But he does," Gwen piped in a small voice.

"I think that's a Sotoraggian," Trixie informed them. "They're a hunting species like Yautja, only technologically more advanced. We should get out of here."

" _Yeah right, I can totally handle this guy_ ," said Ghostfreak confidently. Despite Trixie's warning, Ghostfreak floated over and got straight up in Sevenseven's faceplate. " _Oh man, you put the 'ug' in ugly_."

"Hand over the Omnitrix and I promise you won't suffer…much," Sevsenseven demanded, cocking his arm cannons.

" _Dream on, metal head_ ," Ghostfreak taunted. " _The watch and I are kind of attached, so tough luck._ "

"Not for long," said Sevenseven menacingly.

" _You have no idea who you're messing with_ ," said Ghostfreak.

"I was just about to say the same thing," Sevenseven countered.

" _Oh yeah, do you know this one? Now you see me –_ " The Ectonurite suddenly vanished; he went invisible. " – _now you don't._ "

But while Ghostfreak pulled off the great disappearing act, Trixie and Gwen were still clearly visible; Gwen laughed nervously and pulled Trixie out of the way with her.

Sevenseven took a couple cautious steps back and flinched when his foot accidentally knocked over one of the rusty pickaxes. But while it seemed that the middle sibling of the Sotraggian trio was at a disadvantage to Ghostfreak's powers, it was quite the opposite. When Ben didn't realize was that Sevenseven had altered the filter in his helmet to see ectoplasm – that is to say, Ectonurite substance. And lo and behold, just as Ghostfreak formed out of the shadows behind the hunter, Sevenseven spun around and raised his cannon to Ghostfreak's face.

"You are as arrogant as you are dimwitted," Sevenseven mocked him.

The Sotoraggian sprayed an orange substance from one of the cannon barrels and splattered Ghostfreak. The Ectonurite suddenly turned visible and solid, much to his shock.

" _Bwah!_ " Ghostfreak yelped. " _What happened?_ "

"Your protoplasm is now solidified," Sevenseven answered, pulling back his fist. "Making it easier to do this."

The middle sibling slammed his metallic knuckles across Ghostfreak's face and sent him flying into the wall on the other side of the shed, dropping him on the floor barely strong enough to hold himself up with his arms. The Ectonurite looked up weakly when he heard metallic thuds and saw Sevenseven just before he brought his hooved foot down on top of Ghostfreak's head.

At the very last second, Ghostfreak managed to bent his body out of the way and tried to slip past the hunter, but Sevenseven grabbed him by the end of his wispy tail and tossed him over to the side once again. Ghostfreak crashed into a wall of mine carts, knocking them on their sides, right next to the place where Trixie and Gwen were hiding behind. The redhead and the green-haired girl dashed over to help the Ectonurite, pulling on his arms to help him back up.

" _Oh man, who is this guy_?" groaned Ghostfreak.

"Remember when I said I wanted to be there when you finally got your butt kicked?" said Gwen with a tinge of regret in her voice. "I take it way back." Sevenseven marched across the equipment shed, knocking away everything that came between him and Ghostfreak. "You're the super guy, do something."

Not really having a plan in mind, Ghostfreak floated over to meet Sevenseven halfway, hovering in circles around the Sotoraggian as the cybernetic hunter followed with his cannons.

" _You better keep your claws to yourself,_ " Ghostfreak hissed threateningly.

Sevenseven thoroughly ignored the Ectonurite and pelted Ghostfreak with a volley of laser fire that he could no longer phase through and was whipped backwards into the mine carts once again. Gwen and Trixie watch helplessly from afar as Sevenseven marched over to the fallen Ectonurite until Trixie gritted her teeth and muttered a few incomprehensible words under her breath.

Ghostfreak moaned weakly as he pushed himself, only to find Sevenseven's cannon a little too close to his face.

"You were hardly worth the effort," said Sevenseven mockingly, charging up his cannons. "This is going to be the easiest score I have ever – huh?"

The Sotoraggian stopped his cannon charge and looked up as bits of blue dust started to sprinkle down on his head. Sevenseven stared at the strange substance for a long moment before his unseen eyes started to get heavy and his whole body started to go lethargic. The middle sibling staggered back and forth until he finally tipped over and landed on his side; loud snoring could be heard coming from his helmet. Ghostfreak blinked his eye once, stupefied, and turned back around to see Trixie standing there; her long, green hair turned blue and wavy while her eyes became round and bug-eyed.

"All that advanced technology," Trixie's voice trilled, slowly converting back to her normal form, "and he still didn't think to build a filter for Nemuina dust."

As if sensing that the danger had passed, the Omnitrix signaled its deactivation mode and reverted Ben back into his human form, still covered in the strange orange substance.

"Ben, you okay?" asked Gwen with concern, running over to meet them.

"Whoa man," Ben groaned, rubbing his sore head. "That was weirder than when I normally go Ghostfreak."

"We should get out of here before the Nemuina powder wears off," said Trixie, referring to the slumbering Sevenseven. "If I know Sotoraggians, it won't be long before the nano-machines in their bodies recalibrate and render them immune to the effects."

Ben and Gwen didn't need to be told twice. The three children ran out of the equipment shed as fast as their legs could carrying them, unaware that they were being observed from the rafters by the elusive Eighteight.

* * *

Grandpa Max closed the hood of the Rust Bucket and wiped the grease off his hands when Ben and the girls started running back much earlier than he had expected. The first thing he noticed was their fast pacing and panicked looks, which he was becoming more accustomed to seeing since the start of the summer.

"What happened?" asked Max.

"Oh, you know, the usual," said Gwen sarcastically. "Some techno-mega creep fell out of the sky and tried to kill us. It said it wanted the watch."

"It was a Sotoraggian, and I don't think he was after the Omnitrix himself," said Trixie. "Most Sotoraggians are mercenaries – guns for hire. They must be working for someone else. Possibly that Yautja we met at Yosemite."

"Just let me go Rath and I'll open him up like a tin can," said Ben cockily, staring at the Omnitrix as if willing it to go from red to green.

"Did you not learn anything from this morning?" groaned Trixie.

"We're not staying," said Max firmly. "The repairs are done; we're out of here."

"But grandpa," Ben complained.

Max ignored his grandson's whining and loaded up the Rust Bucket with Gwen and Trixie, waiting impatiently for Ben to hop aboard too. The young Tennyson boy slouched in disappointment and literally dragged his feet trying to get back on the Rust Bucket and slammed the door behind him with unnecessary force. Immediately, Max ignited the engine and moved on to the main road with Trixie in the passenger's seat where she usually sat, peeking into the side mirrors on the lookout for Sevenseven. Gwen was sitting at the table looking out the window for the same reason while Ben huffed across from her.

"No sign of metal head," said Gwen worriedly.

"Well, he better not show up if he knows what's good for him," said Ben arrogantly.

The Rust Bucket suddenly rattled, but Max did see anything he could have hit on the road. The children in back heard a loud buzzing noise before a rotating blade ripped through the metal in the Rust Bucket's ceiling.

"I think we just picked up a hitchhiker!" yelled Gwen. The sawblade pulled back and a pair of metallic claws ripped back the edges of the roof, revealing Sixsix's faceplate as he yelled in the Sotoraggian's indecipherable language. "It's another one of those things!"

"How many of them are there?" screamed Ben.

"Don't ask me!" Trixie yelled back.

The youngest of the Sotoraggian siblings swiped his claw at Ben's face, only just missing him by a hair. Seeing how close he was to his grandson in the rearview mirror, Max slammed his foot on the break, bring the Rust Bucket to a hard stop, and sent Sixsix tumbling into the dirt. Max quickly shifted to the accelerator while the armored hunter was disoriented and slammed Sixsix with the grill of his RV. He saw Sixsix lying on the road behind them in his side mirror and thought they just get away…until the Rust Bucket shook again and is forced to stop. Max stepped out of the Rust Bucket a moment later, scratching his head, when he noticed that the rear tires had been punctured with multiple spiked weapons.

"Well, that's just perfect," Max grimaced.

Sixsix picked himself up off the road a short distance away, mostly unharmed, and turned his faceplate on the Tennysons as they stepped out of the RV. If his face were visible, they were should he would be glaring at them right now.

"Quick, in there!" shouted Max.

The elderly man was pointing to the entrance tunnel of an old abandoned mine shaft; not the safest course of action but it was bound to be better than fighting a Sotoraggian without the Omnitrix.

Sixsix started to follow the humans as they fled towards the abandoned mines when a roar of jets shifted his attention towards the skies just in time to see Sevenseven flying towards him with his cannons active.

"I warned you about getting in my way, brother!" yelled Sevenseven, firing on his sibling.

* * *

Ben, Gwen, Max, and Trixie dashed into the entrance and turned the corner, pressing their backs against the wall as they took a moment to catch their breath. Being the closest to the corner, Ben poked his head out and surveyed the area. The mine entrance was clear and it didn't look like either of the Sotoraggian brothers were headed their way.

"Phew, the coast is clear," Ben said in relief.

Not even a second after the words had left his lips did the wall down the tunnel tracks collapse and Sevenseven walked into the mine casually like a scene out of the Terminator.

"Don't you get tired of being wrong all the time?" snapped Gwen, leering at her cousin.

"The Omnitrix!" Sevenseven demanded as he advanced on them, one hand held out while the other pointing his cannon threateningly. "Give it to me!"

Grandpa Max stepped between them and spotted a sheet of bent metal leaning against the mine wall (which seemed unrealistically convenient). Max grabbed the metal and tossed it at the Sotoraggian with all his might, but Sevenseven obliterated the sheet with a single laser blast, never pausing for a moment. Seeing this, the Tennysons immediately turned on their heels and started running for their lives down the tracks in the opposite direction. They raced around the curving tunnels with Sevenseven in hot pursuit, seemingly taking his time to enjoy the thrill of the chase, knowing he could easily catch them if he wanted to. Ben looked down at the Omnitrix pleadingly.

"Come on, come on," Ben begged the watch, fruitlessly tapping the activation button. "Do something. Anything."

Ben and the others turned right down another tunnel and Sevenseven accidentally tripped on a piece of the mine railing, smashing into the opposite wall with his shoulder. The Sotoraggian was unharmed, but it did give the Tennysons a few desperately needed seconds to run. Unfortunately, it turned out they didn't have anywhere left to run – they ended up in the center of the mine where there was a massive hole in the ground that must have gone down for miles.

"Now what?" asked Trixie desperately.

Max started looking around the chasm for something that would take them to safety when his old eyes fell on an abandon lift that was hanging on a wire leading to the opposite end of the canyon. The lift did not look too sturdy and the wires must have been a hundred years old, but they didn't have much of a choice with the cyborg mercenary on their tail.

"Everyone, get in," said, Max, pointing to the lift.

Sevenseven ran out of the tunnel just in time to see Max pulling the lift's lever, activating the machine while the children climbed into the bucket. It took a lot more muscle than expected, but Grandpa Max managed to pull the lever and got the machine going just as Sevenseven confronted him.

The old man stared down the cybernetic mercenary before he took a running start and made a daring leap off the edge of the platform, barely grabbing the lift by the edge and dangling over what was likely a ten miles drop. The children helped pull Max into the lift while Sevenseven shook his head in disappointment.

"What a pathetic excuse for prey," said Sevenseven. "This almost isn't worth the Taydens. Almost."

Sevenseven reached up to the wires with his metallic claws ready to snap them apart and let them drop to their deaths when the middle sibling was blasted in the side of his ribcage. As his older brother hit the floor, Sixsix zoomed into the canyon from above and flew in the direction of the lift. The younger sibling fired on the Tennysons, hitting the side of the bucket and jerking them around. Max held the children close to him protectively. When the lift stopped swinging momentarily, Trixie chanced a curious peek and quickly ducked her head back inside, barely dodging Sixsix's shot.

"The other one is back," Trixie informed them. "Facing one Sotoraggian was bad enough, but facing two is even worse."

"We need a plan," said Max.

Meanwhile, Ben continued to tap the Omnitrix relentlessly until the device finally turned green and the core rose up.

"Yes!" Ben cheered. "Who need a plan when you have the watch?" He stood up and distanced himself from his family to make room for his transformation. "I'll take care of this."

"No, Ben, that's just what they want," Max warned.

But naturally, Ben was too arrogant and thick-skulled to heed his grandfather's warning and slammed down on the Omnitrix's core (Trixie didn't have the will to tell him off, afraid the Sororaggians might shoot her head off her shoulders). When the green flash faded, Diamondhead stood above them as he morphed his right hand into its bladed form. The Petrosapien threw all caution to the wind as he jumped off the edge of the lift and tackled Sixsix out of the air.

The two aliens plummeted into the depths below – Max and Gwen shouted Ben's name with worry – until the Sotoraggian pulled up and they started flying in an upwards arc above the Tennyson's heads. They slammed into the canyon wall and dropped to the ground; Diamondhead landed on top of Sixsix, crushing him with his massive weight. Diamondhead stood up slowly, shaking his pointed head, as his family's cart rolled by and disappeared into the mines again.

"Ben, come on!" yelled Gwen.

"I'll catch up," said Diamondhead, raising his pointed hand threateningly at Sixsix. "First I'm gonna put some dents in this walking soda machine."

Diamondhead pulled his arm back as SixSix ambled to his feet when he suddenly felt a pressure around his elbow and looked back. Sevenseven had recovered, spinning around with the Petrosapien, and flung him into the canyon wall. Diamondhead felt his whole body rattling from the impact and shuddered again when he belly flopped back on the ground. He rubbed his aching head as he pulled himself together while the Sotoraggian siblings finally put aside their differences and advanced on him together.

Diamondhead turned on them and jumped with both of his hands down in their bladed forms, but both Sotoraggians effortlessly sidestepped his charge and Sevenseven returned the attack with a swinging right hook. Daiamondhead blocked the knuckle with his forearm and managed to punch the middle sibling across the face, but then Sixsix came up from behind with an unknown weapon in his hand and jabbed the Petrosapien in the chest.

Diamondhead staggered backwards, his whole body shaking from the strike, and Sevenseven slammed his fist into the Petrosapien's abdomen while Sixsix bashed him across the back with a blunt weapon. When it looked like the Petrosapien could barely stand, Sevenseven lifted him over their heads and slammed him back down on the floor, making an imprint of Diamondhead in the ground.

Diamondhead was limp and unconscious – he was helpless against the Sotoraggians. The two brothers loomed over their prey when Sevenseven suddenly threw out his arm and shoved his brother aside.

"Back up!" snapped Sevenseven. "That reward belongs to me." Sixsix snarled something in their native language. "I did all the hard work, so I deserve the reward." Sixsix said something again and this time Sevenseven grabbed him by the throat. "You leave our mother out of this!"

The Sotoraggian siblings once again descended into petty squabbling until a smooth, silver orb flew out of the tunnel and landed at their feet. The brothers started at the sphere in curiosity until it released a surge of electrical energy. Both brothers screamed and flailed in pain until the electrical device finally deactivated and the Sotoraggian brothers fell unconscious on the floor. That was when Eighteight casually walked in on the scene, grabbed Diamondhead by one of the spikes on his back, and began to drag him out.

"Sorry, little brothers," Eighteight apologized sarcastically. "But to the victor go the spoils."

* * *

Diamondhead groaned, his head pounding like someone had taken a jackhammer to it. The Petrosapien mumbled incoherently as his luminescent eyes slowly flapped open and he began to take in his surroundings.

It looked like someone had taken him out of the mines and brought him back to Slattersville. When he looked around, Diamondhead couldn't see a trace of Sixsix or Sevenseven, which was an immense relief, but when he tried to stand up, he realized that his wrists and ankles were bound together.

"Wh – wha? What happened?" Diamondhead mumbled. "What's going on? Where is everyone?"

"It's about time you woke up." Diamondhead snapped his head towards the sound, spotting Eighteight causally sitting on an upturned mine cart leaning on one arm and the other draped across her lap with her laser pistol in hand. "Billions of lifeforms on this planet, and the most dangerous weapon in the universe ends up on the wrist of a foolhardy boy."

Glaring at the Sotoraggian woman, Diamondhead expanded his arms into swords, cutting the bindings on his wrists and then cut up the ones on his ankles before standing.

"Well, like I told your buddies," said Diamondhead cautiously, "this thing doesn't come off. Believe me, I've tried."

"Of course it doesn't," said Eighteight, like it was the most obvious thing in the universe, turning her head toward the sky. "Its power utilizes alien DNA, which binds to the host's own genetic structure. It cannot simply be removed like taking off a hat."

While the female Sotoraggian wasn't looking, Diamondhead charged at her and took a quick swing at Eighteight. The eldest of the siblings effortlessly flipped over the mine cart, watching Diamondhead puncture the rusted metal with his hand. When she touched the ground, she buried her foot underneath the cart and then flipped it into the Petorsapien's face with minimal effort. The Mine cart smacked Diamondhead squarely in the jaw, sending him and the cart flying across the street into the dirt.

"And to make it worse, your choice of warriors is based solely on brute strength," Eighteight chastised him playfully. "You don't have any plan – you just go into a fight, fists swinging, and hope you can land a hit. You never stop to consider your actions at all. If this were Sotoragg, you would be Akul meat by now."

"Hey, I kick my fair share of alien butt," Diamondhead argued.

"Such as your recent success in the mine shaft with my younger brothers," Eighteight taunted him.

"It was two against one," Diamondhead complained, rushing at the woman and taking a swing.

"Oh man, you wouldn't last two minutes on Sotoragg," said Eighteight mockingly, easily blocking the Petrosapien's repeated attacks with one hand. "On my home world, there is a rite of passage where you have to fight twenty of the most powerful assassin drones armed with only what you can scrape together in the unforgiving jungles, while avoiding the deadly flora and fauna. You were moments away from losing your life against two Sotoraggians and one of them is a mutated mistake, no offense to Sixsix. But you have the Omnitrix. in the hands of someone skilled, victory would have been swift and effortless."

After blocking another couple of blows, Eighteight uppercut him in the jaw as if to prove her point. Diamondhead fell on his back once again, suffering an even worse beating that when the brothers had teamed up against him. It was painfully obvious now which of the Sotoraggian siblings were superior – Eighteight was handing him his butt without even trying. Diamondhead tried to get back up, but Eighteight pressed her foot into his chest to keep him pinned down.

"The Omnitrix is not some toy for your amusement," said Eighteight. "It is the ultimate weapon – the perfect weapon. It is the single most important object that could determine the fate of the entire universe in an unspoken war between good and evil."

"And whose side are you on," questioned Diamondhead.

"I'm on my own side," said Eighteight simply. "I don't care what happens to the rest of the galaxy, but I do care about protecting my own hide. That's the only reason I haven't dragged you to the guy who hired me while you were unconscious."

"You're a good guy – er, girl?" asked Diamondhead surprisingly.

"Me? Good? That's rich," Eighteight laughed amusingly. "I just said I'm looking out for myself. I was paid a lot of money by some freak wanting the Omnitrix, and normally I'd have no trouble carrying out my job. But I'm not as dimwitted or shortsighted as my brothers. I know what will happen if the Omnitrix gets into the slimy hands of that creep. He'll raze the entire galaxy, which will make my life a lot more difficult. That's why I've altered my mission slightly to retrieve the Omnitrix and make sure it didn't fall into the wrong hands. Since it is attached to you, I'll bring you along until we can get it removed."

"Oh no," said Diamondhead defiantly, pushing off Eighteight's boot and taking a stand. "I'm not going anywhere."

"It's not your choice to make," said Eighteight firmly.

"It is now," growled Diamondhead.

He suddenly pounced on her, which Eighteight did not seem to expect since she did nothing to protect herself. Both fighters hit the ground and Eighteight accidentally threw her laser pistol away. Though it wasn't visible underneath her helmet, Eighteight was irritated now. She punched the Petrosapien in the face, not only throwing him off, but also forming some deep cracks in his silicon body. The female Sotoraggian stood up, brushing the dirt off her armor.

"It's disturbing how little you know about this alien's strengths or weaknesses," said Eighteight. "You barely scratched the surface of its potential."

"Yeah…so what makes you such an expert?" Diamondhead questioned.

"Because I…," Eighteight began, but suddenly trailed off. Diamondhead couldn't see what she was thinking, but the way her head was bowed almost seemed…mournful. "You know what…it doesn't matter."

And on that note, the Omnitrix decided to time out and changed Ben back to a human. Eighteight picked him up by the back of his shirt.

"Hey, put me down," Ben demanded aggravated, taking a few fruitless swings at the Sotoraggian.

"We've wasted enough time talking," Eighteight said before searching the ground. "Now…where's my pistol?"

"Looking for something, sister?" Sevenseven walked out from behind the nearest building, holding Eighteight pistol in his claws. "Of the three of us, you were the last one I expected to be a traitor, sister. I am both angered and impressed. But you're not leaving this planet with the Omnitrix."

"I've always been the better fighter, brother," said Eighteight factually. "What makes you so sure this is going to turn out any differently?"

"We brought a little insurance," said Sevenseven, looking over his shoulder.

"Hey, hand's off!"

"Let me go!"

"Curse this frail human body!"

Sixsix presented himself, dragging Grandpa Max by the shoulder in one hand and carrying the girls by their napes in the other. Eighteight observed the obvious threat and laugh.

"You think I care what happens to those humans?" said Eighteight mockingly.

"You don't," said Sevenseven knowingly and then turned his cannon on Ben. "But he does. So here's what's going to happen: Sixsix and I are going to take the Omnitrix and split the billion Tayden reward among ourselves, and then we are going to break you in half, sister. The only question is will we do this the easy way or the fun way?"

"We'll do this just like we settle all disputes on Sotoragg," said Eighteight.

"That's just what I like to hear," said Sevenseven eagerly.

Sevenseven cocked both of his arm cannons and unleashed a hailstorm of red laser fire, but Eighteight pressed Ben close to her chest and jumped away out of the volley. Sevenseven followed his older sister with his laser storm as she landed back on the ground and tackled her way through the door into an old rundown saloon.

The female Sotoraggian dashed across the room and leaped over the bar counter as Sevenseven's bullets started flying through the walls and smashing up everything from the termite-eaten furniture to the dusty old bottles on the shelves. Eighteight dropped Ben unceremoniously on the ground and pressed her back against counter, which was barely holding up underneath the Sotoraggian's barrage.

"What are we waiting for?" Ben complained to the mercenary. "We gotta save them."

"I don't give a slag what happens to them," said Eighteight harshly. "My priority is keeping the Omnitrix out of my brother's hands."

"Well, it ain't my priority," Ben returned, glaring at the woman. "That's my family out there."

"You can't save them," stated Eighteight. "My brothers may not be as strong or skilled as me, but it is still two against one. You would soon be overpowered and captured. The only real course of action is for me to retrieve my pistol and we can shoot our way out of here."

"But – " Ben started.

"Stay here," Eighteight commanded, pointing to the spot where 'here' meant before leaping over the counter.

As Sevenseven all but obliterated the front door of the saloon, Eighteight leaped out of the smoke and landed in a crouch with her hands reaching for the handles sticking out of her jetpack. She whipped out a pair of buzzing, red laser daggers, tossing the first one at Sevenseven, spinning around, and then throwing the second blade at Sixsix.

The middle sibling managed to dodge the blade with a short sidestep, but their slow-minded brother didn't think to dodge in time and fell to the ground with an energy knife in his shoulder; Sixsix hissed a bunch of Sotoraggian swears in their native tongue.

Sevenseven shook his head in disappointment at their younger brother and turned back toward his sister just in time to see her charging at him. The taller mercenary raised his hand cannon, but Eighteight jumped up, using her brother's arm to support herself, and then kick him across the head. Sevenseven landed on his back again while Eighteight plunked her favorite weapon out of the air when her careless brother tossed it. The woman cocked her laser pistol and was checking its charge when Sixsix bounced up and tackled her to the ground; Max took the opportunity to carry Gwen and Trixie to safety.

Sixsix straddled his sister's waist and pinned her chest with one hand while he used the other to beat her across the face. The youngest sibling manages to get in two swings before Eighteight returned with her own punch, knocking him off. She pulled up her knee and kicked her young brother away.

Sixsix slid across the ground, but was very stubborn as Eighteight knew quite well. The youngest sibling revealed a rocket launcher hidden in his forearm and shot one of the missiles, but Eighteight whipped out a laser sword from her jetpack and sliced the missile in half – the two pieces exploded behind her.

The woman moved into a fighter's stance with her sword pointed at Sixsix when Sevenseven landed behind her. The taller Sotoraggian took a swing at her back, but Eighteight saw the attack coming a mile away and caught her brother's forearm over her shoulder before flipping him over. Sevenseven landed on top of Sixsix and Eighteight blasted both of her brothers with her laser pistol that crated a controlled explosion in their area. Unfortunately, both of her brothers emerged from the smoke relatively unharmed and both of them sounded very angry.

As the siblings were wailing at each other, Ben watched the entire scene play out from the safety of the saloon. Even though Eighteight made it clear that she wasn't a good guy, Ben couldn't deny how awesome she was. He watched the woman kick Sevenseven in the face and slam Sixsix in the ground when he heard a familiar **_ding_** coming from his wrist. The Omnitrix was active again.

"All right, hero time," said Ben is a hushed voice.

Unfortunately, while Eighteight and Sixsix were wrestling with each other, Sevenseven turned and spotted Ben through the hole in the wall. Ben noticed this and ducked back behind the bar counter. Deciding to take advantage of his sister's momentary distraction, Sevenseven walked inside the saloon looking for the boy. Ben could hear Sevenseven's mechanical footsteps from his hiding place and quickly activated the Omnitrix core. Immediately, the first choice was Rath. For a moment, Ben seriously considered using him and beating Sevenseven to a pulp…but he hesitated and remembered Trixie and Eighteight's words:

" **One day you will come across someone who can punch harder or think faster than you, so you will have to rely on your most powerful tool: creativity and unpredictability.** "

" **And t** **o make it worse, your choice of warriors is based solely on brute strength. You don't have any plan – you just go into a fight fists swinging and hope you can land a hit. You never stop to consider your actions at all.** "

That was when Ben decided to stop thinking with his muscles are start thinking with his head.

He turned the dial on the Omnitrix, searching for one alien in particular, as Sevenseven approached the counter. Just as the Sotoraggian was about to reach over, a flash of green light made him jump back in surprise. He recognized the flash and wasted no time blasting the bar into splinters. Sevenseven kicked up a few of the wooden fragments that littered the floor, but was surprised to find that there was no smoking remains.

Meanwhile, Gray Matter hopped around the rafters, padding his way across the beams without the Sotoraggian being any the wiser. Sevenseven started to scan the building for any potential hiding places when Gray Matters landed on top of his head. Yelping in surprise, Sevenseven scurried back and forth, swiping his hands around his head in an attempt to knock the Galvan away.

"Get off!" Sevenseven demanded. "Get off me, you tiny little – "

"Hmm, there should be a nerve cluster in here somewhere," Gray Matter hummed as he started digging through the crevice in Sevenseven's armor.

The Sotoraggian continued flailing without any results until Gray Matter finally found what he was looking for and ripped a select number of wires out of Sevenseven's armor. Effective immediately, Sevenseven's armor started shooting sparks from the most random places and his limbs twitched out of his control. He smashed through the saloon wall and staggered drunkenly around the street until Gray Matter pulled another set of wire. Sevenseven's body seized up and you could hear the power in his suit decreasing before he fell backwards, stiff as a board.

"One down!" shouted Gray Matter.

Back over at the fight between Sixsix and Eighteight, it looked like the elder sibling was holding the advantage as she brutally beat her brother left and right across the face until he suddenly rushed in and wrapped his arms around Eighteight's waist. Before she could counter, Sixsix activated his jetpack, sending them flying straight into the air until he flipped around and shot back down, slamming his sister head first into the ground. Eighteight groaned as she leaned against the edge of the crater they had just made. She was willing to admit taht her youngest brother was wildly unpredictable, and that's why he was so dangerous.

Sixsix loomed over his sister and looked about ready to finish her when he spotted Gray Matter only a few feet away. The youngest sibling pulled out his rocket launcher again when Eighteight kicked him in the back of the knee, sending his missile flying wildly into the sky. Sixsix muttered angrily in his native tongue and turned on his sister, deciding to finish her and then retrieve the Omnitrix.

Sixsix straddled his sister and choked her throat with one hand while his other transformed into an energy saw. The younger sibling slashed down on her head, but Eighteight stopped him by his wrist just inches away from breaching her helmet. Though Eighteight was mostly stronger than her brothers, Sixsix had the leverage over her and it was hard to concentrate when he was choking her. The energy saw was getting closer and closer...

"If you're gonna do something, do it now!" screamed Eighteight.

"Guess who?" Gray Matter chattered, landing on Sixsix's shoulder. The Galvan reached inside the crevice of his armor and grabbed another handful of wire "Wonder what happens when I do this?"

Gray Matter pulled the wires and the jets of Sixsix's pack suddenly spark to life, blasting them into the air. The Sotoraggian and the Galvan shot and spiraled through the air every which way, smashing through buildings, crashing into mine carts, and even bashing their way through the water tower support beams. Their joyride ends with Sixsix smashing face first into the dirt and sliding up next to his disabled elder brother and shuts down along with him.

Gray Matter looked over his shoulder for a moment to observe the water tower before it started tilting in their direction. The Galvan hopped out of the way of the tower, but not before he heard Sevenseven's little commentary.

"I hate this planet."

 ** _CRASH!_**

Eighteight straightened herself as Gray Matter climbed up on her shoulder and Max, Gwen, and Trixie came out of hiding (but kept a considerable distance away from Eighteight) as they watched their fallen foes be doused in the water supply that should have dried up decades ago, but conveniently didn't.

"Only one way to beat the desert heat, don't you think," said Gray Matter jokingly.

"Pretty smart for a foolhardy boy," Eighteight complimented.

The Galvan smiled in appreciation before jumping off – he didn't want to push Eighteight's charitable nature. The eldest Sotoraggian pulled out an orange, egg-like device and tossed it between her brothers. The device flashed bright orange and Sixsix and Seveneven were nowhere to be seen until Eighteight picked up the egg device, displaying her brother's squashed forms through the transparent glass. The Omnitrix timed out once everything was settled and Ben transformed back into a human as Eighteight slipped the containment device into her belt.

"Well, I guess I should get going now before my employer figures out I double-crossed them," Eighteight told the Tennysons. "You guys owe me some serious Taydens."

"Say what?" Trixie sputtered outrageously.

"The reward for the Omintrix is worth fifty billion Taydens – fifty BILLION!" Eighteight informed them, emphasizing the word 'billion'. "I am turning down an early retirement and a life of luxury for your humans, so you owe me."

Trixie muttered some very choice words in a language nobody understood.

"What about this?" asked Ben, holding up the Omnitrix.

"You're not worth the trouble of hauling around," said Eighteight bluntly. "Too mouthy. Nah, I think I'll just leave it here until I can find someone to get that thing off your wrist."

"Wow, thanks," said Ben appreciatively. Eighteight started walking away, retrieving a device from her belt, when Ben called out. "Wait, you never told me how you knew so much about Diamondhead."

"And if you don't want me to pop your head like a wumpa fruit, you won't ask again," Eighteight replied harshly.

Ben 'eep'ed and wisely chose to keep his mouth shut. The Sotoraggian woman activated the device and her body was consumed in a vibrating red light until it flashed outwards, momentarily blinding the humans. When they looked back, Eighteight had vanished.

"How is it that you always manage to attract the strangest of people?" Trixie said to Ben.

"Guess it must be my charming personality," said Ben jokingly.

"Right…," said Gwen, rolling her eyes. "By the way, I got something I've been meaning to give to you."

Without any warning, Gwen pulled out a bottle of sunscreen and poured it all over Ben's head; Trixie nearly doubled over with laughter.

"Hey, what'd you do that for?" yelled Ben angrily.

"Wouldn't want that big head of yours to get sunburned," Gwen answered teasingly.

This time, Trixie did fall over.

* * *

Back aboard the Chimerian Hammer, Cetanu watched a view screen of what looked like a fiery comet exiting the Earth's atmosphere before it spun around and took off into the black void of space. The Yautja could hear her father's enraged hiss, and she was fairly certain it had nothing to do with Dr. Animo injecting another one of his mutated concoctions into Vilgax's bloodstream.

"Betrayed…," Vilgax hissed furiously.

"I warned you that Sotoraggians couldn't be trusted," said Cetanu, almost feeling a hint of pride in that knowledge. She ran her hands across the computer terminals, bringing up a complicated series of scanners. "Fortunately, our sensors indicated that the Omnitrix is not with them, which means that they must have left it behind."

"The Sotoraggians will be punished for this, you can rest assured, my daughter," Vilgax hissed. "And as for the boy who wields the Omnitrix, it appears that we have severally underestimated him. Whether it is because of the girl's help or not, we now know that the child is far more clever and fierce than originally predicted. But I shall not be denied."

* * *

 **Many people who were reading this were probably expecting Eighteight to be the traitor based on her appearances during the chapter, but she is not a real ally to Ben. Her motives are completely selfish and if she ever needs to, she won't hesitate to betray Ben when the opportunity arises. So Eighteight is neither and friend nor an enemy, but the first truly neutral character of the series.**

 **Next episode: Tourist Trap**


	7. Tourist Trap

**Episode 7: Tourist Trap**

Trixie stared across the table with an expression that was somewhere between disgust and curiosity. For some reason or another, Ben was pressing his face against the Rust Bucket's window, contorting his features into a rather odd expression. The green-haired girl also observed the boy in the car in the next lane over making equally disturbed faces at Ben. Trixie felt that she should have intervened at some point, but the strangeness of this human ritual was very unsettling for her. So instead she turned to Gwen, who was fiddling with her laptop on the couch.

"Is this normal human interaction, Gwendolyn?" asked Trixie. "It is rather…what is the word…bizarre."

"That's just stupid boys being stupid," said Gwen without looking up from her computer. "I would tell you your face would freeze like that, Ben, but in your case, it can only be an improvement."

The boy in the other car had turned his back on Ben, noticeably eating a sandwich much faster than recommended. When he devoured the whole thing and faced Ben again, he opened his mouth and stuck out his tongue, the contents of his lunch now a visible mushy mess; Trixie slapped a hand over her mouth to stop herself from hurling.

"Oh man, the seafood special," groaned Ben before smirking. "Time to pull out the secret weapon."

Ben holds up a finger telling the boy to wait a moment before he disappeared under the window. There was a bright green flash and suddenly Rath jumped up, pressing his face against the window with his tongue smudging against the glass. The boy stared at the Appoplexian, stunned beyond words, then screamed for his father to hear, who turned his head to see what had gotten his son so excited. One look at the gigantic tiger beast and the father slammed his foot on the gas pedal, taking off down the road with the dust kicking in his wake.

Rath fell backwards on the floor holding his gut and kicking his feet in the air while he laughed his head off. Gwen finally looked up from her laptop and shook her head in disapproval.

"There is such a thing as taking a joke too far, you know," said Gwen.

"Let me tell you something, Gwendolyn Tennyson!" Rath yelled while still laughing. "There's no such thing as taking a joke too far! Funny is funny!"

"Ben, better get up here," Max called from the driver's seat. Without warning, Max hit the breaks, which sends Rath sliding up to the front, slamming his head on the dashboard. "Oh, good, you're all ready to go. We got trouble ahead."

Just up ahead, the road was blocked off by a propane truck that had smashed headfirst into a cargo truck with the driver of the propane truck stuck inside his vehicle; the door seemed to have been smashed inward, jamming it in place. And to make matters worse, a fire seemed to have ignited upon impact and was creeping its way to the fuel tank.

"If that propane he's hauling catches fire," said Max, "then that truck will become a rocket to the moon."

Rath immediately rand to the back and kicked the door open, which was largely unnecessary since the thing was unlocked and he nearly took the door off its hinges.

He ran over to the crash site, ignoring all the screams and gasps from the pedestrians that had gotten out of their cars, and stopped at the edge of the fire. The Appoplexian took a few steps closer to the wreckage, but immediately backed away when the flames flared up. Meanwhile, Max was trying to direct the panicking drivers away from him.

"Come on, folks!" Max shouted over the confusion. "Give the…tiger guy a chance to work."

"Let me tell you something me!" yelled Rath, raising his arms protectively as the flames flared again. "These fires are way too intense! Rath is really wishing he was Arctiguana right now!"

"Move," Trixie commanded as she appeared next to Rath. " **Accessing Polar Manzardill Sequence.** "

Trixie's black and green hair melted into a shade of icy-blue as black stripes molded around her eyes. The human Omnitrix took a deep breath and exhaled a current of icy mist that washed over the roaring flames like a rolling tide. The temperature immediately fell and the flames were snuffed out by the thick layer of ice that covered the road and the truck. Once the fire was dead, Rath walked over and grabbed the truck door, bending the metal with his fingers, and tore it clean off. After throwing the trashed door away, the Appoplexian reached inside, dragged the trucker out of his vehicle by the back of his shirt, walked back to the crowd circling the site, and dropped him in the middle of the road.

"Let me tell you something Mr. Truck Driver!" Rath screamed. "Rath just saved your life because Rath is awesome like that! RECOGNIZE!"

"Uh…okay," said the truck driver awkwardly.

"Ahh, that's the monster that ate that kid!" The seafood special food just happened to be in the crowd, pointing at Rath.

"Oh yeah, let me tell you something little boy!" yelled Rath. "Rath completely lost track of time and has to run away without any excuse so Rath doesn't have to explain - !"

A puff of cold mist blew up Rath's face, sealing his mouth with ice.

"Why don't we keep conversations to a minimum from now on," said Trixie smugly.

* * *

The Tennysons were soon back on the road, still driving through the desert lands of Kansas. After saving old people from being eaten in Nowhere and escaping mechanical bounty hunters in Slattersville, Max thought it would be nice if they made a relaxing pit stop at one of his favorite towns. Though he was eager to get there, he was very mute on the details of this supposed "great town", only saying he wanted to keep it a surprise. So as they kept driving, the kids looked out the windows and stared at the passing signs that only made them more curious.

"You'll have a ball with it, next exit," said Gwen aloud.

"C'mon, grandpa," Ben begged. "At least give us a hint of what 'it' is."

"Uh-uh, no hint," said Max excitedly. "I've been planning this stop all summer."

The pattern continued for another twenty minutes until Max finally stopped the Rust Bucket at their destination. The old Tennyson was practically buzzing with excitement as he got up from the driver's seat, walked over to the door, and turned to the children that gathered around him.

"Now, I want all of you to close your eyes," said Max. The children complied and closed their eyes as they heard Max opening the door. Together Ben, Gwen, and Trixie stepped out of the Rust Bucket. "Okay, open 'em up!" Their eyes flew open – Gwen looked curious, Ben looked excited, and Trixie looked nonplussed. But in exactly two seconds, their expression all transformed into looks of disappointment as they stared up at the sign that said: "Ta-da! Welcome to Sparksville!"

Ben, Gwen, and Trixie stared a look with one another, almost afraid to say anything that would hurt their grandfather's feelings. Just one look down the street and they could already tell that it was probably going to be the worst stop on their entire summer, even counting all of the aliens and cryptids that had to endure since the start.

Every building in the small, rural town was topped with some kind of oversized prop like a gigantic fish bowl, a bottle of ketchup, an oversized hotdog, a glass of toothpicks, and even some kind of horned animal they didn't know of. While the Tennyson children grimaced, Max looked around with joy and wonderment like a kid visiting Disneyland for the first time.

"Is this place great or what?" asked Max excitedly.

"Um…it is in my semi-professional opinion that I must say…or what," said Trixie bluntly; she was never one for filtering herself.

"Come on," said Max, still grinning from ear-to-ear. "What's more exciting than the world's biggest fishbowl?"

"Well, I was particularly favorable of the giant Krakken," answered Trixie. "At least they had good food there."

"You ate a bucket of live worms," Gwen pointed out.

"What's your point?" asked Trixie.

A man in a well-dressed western suit but with a permanently blank face walked up to the Tennysons, speaking in a monotonous voice very similar to the one Trixie used when they first met, but this one sounded like it was well-worn from years of boredom.

"As the mayor of Sparksville, I welcome you, O' seekers of wonder."

"….I know you guys are probably excited to see 'it'," Max broke the awkward moment and handed the children three tickets. "So I'll go check us in at the motel."

And with that, he left the children to their own devices, which really left them with nothing to do in a boring old town like Sparksville. With nothing better to do with themselves, Ben and the girls decided to check out the exhibits, though each of them were mentally wishing for an alien attack of something to make this day a little more exciting – Trixie had a very colorful image involving a harem of Twi'leks.

They decided that their first stop would be at a run-down looked building only covered by a white sheet with a handmade sign that said 'Jackalope' out front with no other reason than it was the closest one. Ben rang the bell on the rickety ticket booth when the mayor suddenly showed up wearing a staff hat.

"Tickets please," said the Mayor monotonously.

"I thought you were the mayor," said Ben, raising his brow though still handing over the tickets.

"He who wears the crown is burdened with many hats, son," said the mayor, ripping the tickets and letting them through the turnstile. "Mind the signs."

What happened for the next hour could only be described as a montage of many moments inside the building both boredom and small sparks of funny:

Ben pretended to fall asleep next to the jackalope while Gwen cringed and Trixie looked it over like she was trying to discern if it was real or not. Ben and Gwen stared with bored expressions through an American Gothic cut out while Trixie walked in front of them in the middle of the shot. They caught a worker at the planetarium replacing the "sun" with an oversized light bulb, which Ben cracks a joke that makes Gwen snort behind her hand. Ben and Gwen lean back pretending to look up at the giant house of cards while Trixie was making a copy with smaller cards on the ground. And when they stopped off for hot dogs for lunch, they somehow got involved in a food fight that ended with them covered in a mixture of ketchup, mustard, onions, and relish. They then stopped off at the gift shop where Ben bought Jackalope horns, Gwen got some googly eye glasses, and Trixie found a shirt that said "I went to Sparksville and all I got was this lousy t-shirt". Ben and Gwen puffed out their cheeks in front of a giant fish bowl while Trixie poked them each. And then, finally, they found a sign that pointed to "it".

And now, after a long day of traipsing through Sparksville and seeing everything it had to offer, the children decided to end their day by seeing "it". The sign had led them to an old, rickety barn near the outskirts of the town, and unsurprisingly, the mayor just happened to be there.

"Through these doors lies the weirdest, wildest thing to ever find its way to Sparksville," said the Mayor in his usual monotone as the doors behind him creaked ominously.

"Please tell me this is 'it'," Ben complained as the trio walked inside, past the multiple luminescent signs. Ben turned his head and read one: "Do not touch it."

"Do not photograph it," Gwen read another sign.

"Do not use batteries or electrical equipment anywhere near it," Trixie read the last overhead warning sign.

Ben and the girls looked skeptical; this was a lot of paranoia for something that they never seen before, especially the part about no photography – taking pictures was all that this…tourist trap was good for. Finally, they reached the other end of the barn and found a giant wall with flashing light (completely contradicting the signs) and a bold label that said: **THIS IS IT**. The wall was raised by some unseen mechanism and revealed…a giant rubber band ball.

"This is it?" Ben complained.

"It's a big ball of rubber bands," said Gwen blandly to the mayor walking up behind them.

"And who knows what secrets lie within?" said the mayor in what could only be described as a poor attempt to be mysterious.

"I'm guessing more rubber bands," said Trixie sarcastically.

"Stay for as long as you like," said the mayor monotonously, not even noticing Trixie's obvious barb. "Mind the signs."

And with that, the mayor left them with the majestic wonder that was the rubber band ball (again, that was sarcasm).

"Look at this place!" Ben wasted no time complaining when the mayor was out of earshot. "These guys are full of 'it'! We've been punked!"

"I have no idea what that expression means, but I can't help agreeing," said Trixie, crossing her arms in a huff.

"It is pretty lame," Gwen agreed. "I can't believe grandpa was so excited about this place." But despite their complaining, Ben suddenly had a mischievous grin on his face as he started walking around the rubber band ball. "Uh-oh, I know that look, Ben. What are you thinking?"

Instead of vocalizing his plans, the young Tennyson boy decided it would be better to show them. He walked around the rubber band ball until he was out of sight, the girls heard a familiar ring of the Omnitrix being activated, and flash of green light filled the barn. A couple seconds later, the giant rubber band ball was lifted off the ground by Arctiguana with both hands over his head. The Polar Manzardill stretched his long lips in a wide grin, white puffing of cold breath escaping his mouth.

"One good prank deserves another," said Arctiguana.

"…For once, I agree with you," said Gwen after a moment of thought.

"And somehow it falls upon me to be the voice of reason," said Trixie aloud. "You two, we should really stop this before someone – mainly us – gets hurt."

"Got something special in mind?" Gwen asked Ben, completely ignoring the third party.

"Should I use my new found powers of invisibility to fight crime or for evil?" Trixie spoke to herself in a sarcastic remark.

"Hmm, I was thinking something along the lines of…," said Arctiguana, tossing the rubber band ball between one hand to the other, "the world's largest snowball and then throwing it at the mayor's office."

"Okay, you two have had enough fun with this," said Trixie over Gwen and Arctiguana's amused laughter while the Polar Manzardill continued to toss the rubber band ball in the air. "Benjamin, I am being serious. Put that down now before you drop it."

"Not a chance," said Arctiguana arrogantly, raising the elastic ball higher in a single paw while putting the other behind his shell. "I could lift this thing with one hand tied behind my – "

Unfortunately, just as Trixie predicted, the Polar Manzadill lost balance in his right hand and dropped the rubber band ball on the ground. Trixie manages to push herself and Gwen out of the way before the rubber band ball bounced and smashed through the ceiling. The trio gaped at the hole in the roof for a moment before they got their wits about them and dashed outside.

They spotted the rubber band ball as it smashed a random hot dog cart and bounced across the street into the world largest stuffed llama. The rubber ball bounced off the exhibit and flew back towards the Tennysons – Gwen and Trixie once again dived to the ground while Arctiguana instinctively breathed a barrier of ice to deflect the ball in some other direction (not his smartest move, Ben would admit). The giant rubber band ball finally came to a stop when it smashed through the world's largest house of cards, getting the comedically large card's corner's stuck under the rubber bands.

Gwen, Trixie, and Arctiguana approached the wreckage with similar horrified expressions until Trixie spun around and slapped Arctiguana across the face.

"Ow!" whined Arctiguana. "You're still gonna do that?"

"Of course I'm still gonna do that!" Trixie shrilled. "I told you we should have left it alone! Now we're gonna be criminals! I haven't even had my first tattoo yet!"

"Don't get your dress in a twist," said Arctiguana calmly. "I'll just put everything back to the way it was. No problem." And as luck would have it, the Omnitrix chose now to power down and turn Ben back into his human form. Gwen and Trixie gaped at Ben, who leaned against the rubber band ball with a grimace. "Okay, maybe a little problem."

What none of them noticed was that while Ben was leaning up against the rubber band ball, two things were happening with the Omnitrix. The first thing that happened was that a small discharge of the Omnitrix's red electrical energy arced off the alien tech and coursed through the surface of the rubber band ball. While at the same time, a small surge of yellow electricity bounced off the rubber band ball and went into the Omnitrix. The alien shifting device suddenly went from red to yellow – a color that Ben had never seen the Omnitrix take before. The young Tennyson boy looked at the watch in curiosity and was about to ask Trixie what it was about when Gwen's panicked rant cut him off.

"What are we going to tell grandpa?" Gwen squeaked as they walked back to the motel just down the street from the destruction.

"Nothing," Ben answered immediately. "Just play dumb."

"That's easy for you to say, Benjamin," Trixie interjected. "You're already mentally insufficient by comparison to us."

Ben had no idea what she just said, but he was pretty sure it was an insult.

They found the room they were staying in after asking the front desk and ended up stopping at a door that was strangely sideways. Gwen hesitantly turned the knob and let gravity open the door for her. The three children looked around their room, wondering why anyone would think of a motel room that was completely sideways – how were they even supposed to get in the beds or reach the bathroom? Trixie shuddered to think of what the toilet was like here and considered spending the night in the Rust Bucket. And in the middle of the room was Max, looking just as chipper as when they left him.

"Hey, there you are," said Max gleefully. "Isn't this place a riot?"

"Why? What'd you see? We don't know anything about it!" yelped Gwen quickly. Trixie face-palmed; figures Gwen would be the first to crack.

"She means it's great, grandpa," Ben interrupted, jabbing his cousin in the rib and putting on the best smile he could muster. "Can't wait to check out the bathroom."

"Oh sweet Galvan Prime, no," Trixie shuddered.

* * *

But while the Tennysons tried to get settled in their rooms (and figure out how it worked), something strange was occurring back at the rubber band ball. The electric current that had jumped off the Omnitrix was freely flowing around the elastic ball, growin larger and wilder, until it shot into the air. It climbed the nearest powerline, looped around the wires down to the other end of the street, and circled around the giant jackelope, and punched a hole through Sparksville's welcome sign. The electric bolt suddenly stopped in the air after changing the sign to "We Come to Sparksville" and revealed it true form.

The creature was short amd had a mostly black body that resembled a battery with a yellow lightning bolt-shaped marking on its chest and back, a pair of plus and minus signs, and a pair of bolts on its arms. The energetic creature expelled large amounts of electricity from its eyes and head as it laugh in amusement of its personal destructive force.

* * *

Ben and Gwen managed to somehow figure out how to fall asleep in the sideways motel beds, but the whole thing drove Trixie crazy and she decided to sleep on the floor…wall…whatever. They all managed to get a semi-good sleep during the night until morning came around and Grandpa Max's voice slipped in through the open door, just loud enough to rile Ben and the girls out of their sleep.

"What the heck happened here?"

Ben and Gwen literally fell out of bed, which would have amused Trixie if she didn't think they were in trouble.

"Ah, he knows everything!" squeaked Gwen. "We have to come clean, tell grandpa everything!"

"Sometimes it hard to believe you're really a kid," said Ben, rolling his eyes. "Never admit anything until you absolutely have to. Got it?"

"Benjamin! Gwendolyn! Omnitrix! Get out here!" Max called them together, sounding very serious.

"Please tell me he was just talking about the watch," Trixie pleaded in a small voice.

Ultimately, they got up and walked out through the sideways door ready to take their punishment. Only when they were outside, they were in complete disbelief when they saw what had happened to the tourist trap known as Sparksville overnight. It was way worse than anything Arctiguana had done by a thousand times. Dozens of cars were heaped in smoking wrecks, powerlines had been ripped apart and knocked over, nearly every window in town had been broken, and they weren't old enough to know what was going on with the giant jackelope and the llama statues.

"Whoa, what happened?" asked Ben in shock.

"I don't know," Max shook his head. "Looks like a tornado tore through here overnight."

"Good," said Ben in relief; they didn't have to worry about the rubber band ball anymore. Unfortunately, this earned a look of suspicion from his grandfather when he said that. "I mean, yeah, it was just one of those freaky nature things, right, Gwen?"

The redheaded Tennyson didn't trust herself to say anything and simply nodded along with Ben's half-baked explanation. Grandpa Max still looked suspicious, but he decided to let it go and looked away from the children; Ben and the girls exchanged worried glances behind his back. And just wouldn't you know it, right when the kids though they were almost in the clear, the mayor of Sparksville – AKA the last guy to see them with the rubber band ball – walked up to them.

"I think it's pretty clear who's responsible for these juvenile acts," said the mayor in his usual monotone.

"Juvenile acts, huh?" Max repeated, once again throwing suspicion on the children. "If I didn't know better, that sounds like – "

"Oh, I'm not talking about these youngsters," the mayor cut in.

"You're not?" The Tennyson party said in surprised unison. Grandpa Max looked back at the kid, who smiled nervously.

"Yeah, well, if they didn't do it, who did?" asked Max.

Just then, a bolt of electricity shot from out of nowhere and formed into the strange battery creature around Trixie's leg. The children shouted in surprise as the little alien bounced back and forth between each kid, making silly poses and childish faces as it climbed higher. The little creature grabbed Trixie by the arm and started spinning her around until she got dizzy and ended up falling flat on her face with her butt sticking up and her dress slipping down – if Trixie understood the concept of embarrassment, she would certainly be dying of it. The little creature then moved on to Gwen, blowing a raspberry in her face, before pulling her shirt over her head.

The little creature was about to make a move on Ben next when the Omnitrix beeped as it approached and flashed a yellow pulse of energy that shot it back into the air. The electric creature jabbered angrily at Ben, shaking its tiny fist, and took off. The young Tennyson boy blinked in temporary confusion until he realized that his Omnitrix was green again and the core activated on its own. The display casing showed the silhouette of a new alien that Ben had never had before – it looked like the weird lightning monster that just flew by.

"What the heck was that" asked Gwen when she finally pulled her shirt down."

"Megawatt," said the mayor blandly.

"Mega-what?" Gwen repeated strangely.

"Exactly," said the mayor. "Normally wrapped up tight inside of 'it', that is until last night. Some say it's a ball of lightning come alive, others thing it's static cling run amok. Tough to say."

"Actually, it's a Nosedeenian," said Trixie, righting herself up and straightening her dress. "They are an alien race of mischievous little creatures composed of electrical energy who share a similarity in appearance to your Earth's batteries. They come from the Nosedeen Quasar, which emits billions of discharged energy every second."

"Alien?" said the mayor, looking at Trixie like she was the weird one. "That's just plain kooky talk."

"Hey, check out the watch," Ben called the other's attention, somehow managing to ignore the electric alien buzzing around. "I think that Megawatt think just unlocked a new alien in the Omnitrix."

"Hmm," Trixie hummed, grabbing Ben's arm and examining the device thoughtfully. "It seems the Nosedeenian may have activated the Omnitrix's capture mode."

"Capture mode?" Max repeated, scratching his head.

"It's a feature of the Omnitrix that unlocks a new DNA sample when it comes into contact with foreign alien DNA," Trixie explained. "Or when it captures new DNA not already encoded in its systems. It seems when the Nosedeenian made contact, it accidentally unlocked the Nosedeenian DNA already in the Omnitrix."

"If Ben could unlock aliens by just touching the watch," asked Gwen, "then why didn't it work with those Limax things back in retirement village or those bounty hunters at Slattersville."

"Hey, I'm just telling you what I know!" snapped Trixie. "You can't expect me to have the answer for everything!"

But while the Tennysons were so focused on the Omnitrix, the Megawatt found a nearby soda machine and had a mischievous thought that brought a smile to its face. The electric alien deformed into a bolt of lightning and shot inside the soda machine through the slot, making it shake and rattle loud enough to get everybody's attention.

"What's it doing?" asked Ben.

"It eats electricity," answered the mayor before Trixie could get a word out; Trixie glared at the man. "The more it gobbles, the more powerful it gets." The soda machine finally stopped shaking, but then started firing cans of soda at the humans like bullets from a machine gun. The Tennysons duck their heads as the can shot over, but the mayor didn't move, seemingly unconcerned for his own personal safety. "It's also got a dangerous sense of humor."

The soda machine started shooting at them with a lot more accuracy – one of the cans brushed against Trixie's long hair – and the Tennysons knew they needed to find cover. Luckily, there was an overturned car nearby that they were able to rush to before the Megawatt could turn the machine on them again. The mayor also joined them, but at a more casual pace, somehow inexplicably dodging all of the projectiles without trying. The soda machine then started to bombard their hiding place with soda cans, making them explode and splash the sugar-filled drinks all over the street.

"You left that thing inside a rubber band ball all this time?" Max asked the mayor. "Isn't that kind of dangerous?"

"Not so long as people minded the signs," the mayor repeated for the umpteenth time.

Max and the mayor turned their gazes on the children. Trixie was good at keeping a secret, but Gwen looked like she was about to break any –

"All right, we did it, we're guilty," Ben confessed.

"So much for admit nothing," said Gwen, glaring at her cousin.

"We're gonna talk about this later, you three," Max promised. "But for now, how do we stop this thing, Mr. Mayor?"

"Whatcha mean, we?" said the mayor dryly, casually sitting back on a bench that wasn't there a minute ago. "You let it out, you catch it."

Ben and Trixie both were tempted to go alien on the mayor, but decided not to – they were already in enough trouble as it is.

* * *

It was a long time before the soda machine finally ran out of ammunition and the Megawatt decided to move on to its next target, wherever that may be. The Tennyslons decided to look around the ruined remains of the town search for the Nosedeenian menace.

"Should we try to lure it out with some batteries or something?" asked Gwen nervously.

"It's in a place with its own power grid, so I highly doubt to Nosedeenian would be satisfied with mere batteries," said Trixie.

But what they didn't realize was that the alien menace they were chasing…was actually chasing them.

The Megawatt zipped along the powerlines above their heads and took shape on top of a street light overlooking the search party. The Megawatt giggled insanely as it zipped down to ground level, slid along the road, and up Max's pant leg. A few seconds passed and everything was all right…and then the Megawatt zipped into the air, lifting Grandpa Max several feet off the ground by the back of his underwear. The Megawatt giggled; Max hissed and wheezed.

"That's not funny," Max grunted. "It's just painful."

"It shows," said Trixie, wincing sympathetically.

"Don't worry, grandpa," said Ben, activating the Omnitrix and turning the dial until it landed on the recently unlocked code. "Time to see what this new alien can do."

"I don't think that's a – " Gwen started, but Ben ignored her and slammed down on the Omnitrix's core. One quick transformation sequence later and Ben looked like an exact copy of the Megawatt, but was green instead of yellow and the Omnitrix symbol was on the top of his flat head. "Great, now we have two electrified maniacs buzzing around instead of just one."

"Hey…that's a great idea, Gwen." Ben-Nosedeenian complimented; his voice was very high-pitched and crackling like static. "You can just call me… **Buzzshock!** "

The Megawatt dropped Grandpa Max when the Omnitrix flashed in its eyes and cackled wildly when it saw another of its own kind. Despite the others believing his didn't have a plan, Ben thought that maybe by looking like one of them, he would be able to convince the Megawatt to stop its rampage. But instead, the knowledge that there was another Nosedeenian seemed to make the Megawatt even more excited and flashed backwards into the world's largest bottle of ketchup, heating the contents with its electrical energy and causing it to spew like a volcano. The gigantic ketchup cap flew across the street and decapitated the world's largest stuffed chicken, which rolled into the street and started chasing some bystanders. The Megawatt watched the scene play out from the top of the ketchup bottle, cackling insanely, until it noticed Buzzshock flying off down the road…toward the giant rubber band ball.

"All right, twinkle toes!" Buzzshock chirped wickedly, stopping in front of the giant rubber ball and stretching his three fingers eagerly. "Time to send you back home."

"Benjamin, don't touch that!" yelled Trixie, cutting him off before he could grab the rubber. "You'll be trapped inside like the Nosedeenian was!"

The realization of the hole in his plan made the green-tinted Nosedeenian back up as if the rubber band ball were its natural predator (which wasn't too far out of the realm of possibility). Unfortunately, his tiny feet stepped on a corner of one of the fallen cards from the destroyed house and made it shoot up, cutting one of the rubber bands with the edge. Without that single rubber band to hold it together, the other rubber bands suddenly started breaking apart in clusters and snapped in every direction. The broken bands smashed into the motel, the few cars still working, and even nearly took out the pedestrians gathered on the street. Gwen just barely dived away when one of the bands shot at her side.

"Hey, doofus, whose side are you on?" yelled Gwen.

Meanwhile, the mayor was still sitting on the bench, now with a bag of popcorn and some random kid sitting next to him.

"Is it just me or is there a lot of excitement today?" said the Mayor in his standard monotone.

The Megawatt zipped up in the air behind Buzzshock and started cackling obnoxiously, pointing at the green-tinted Nosedeenian and kicking its tiny feet in the air like it was rolling around laughing. Buzzshock grinded his teeth together in frustration, threw out his hand at the Megawatt, and shot him with a green bolt of lightning. The Megawatt wasn't laughing any more when the green bolt blasted it in the chest, sending it flying into the world's largest fish bowl like a bug on a windshield.

"Whoa, I hit it!" shouted Buzzshock excitedly. "But wait, I thought that thing ate electricity."

"It's because you have the same electric charge!" Trixie called from her safety zone. "When two fields of the same electrical charge meet each other, they are repelled by one another. You share the same electrical field as the Nosedeenian, so your electric blasts can hurt it!"

"Don't get it, but still awesome!" cheered Buzzshock.

The Megawatt ripped itself off the glass bowl and shook its head, still reeling from the blast, and barely dodged as Buzzshock sent another lightning bolt at it. Now that the Nosedeenian knew it could be hurt by Buzzshock's attack and the green-tinted battery was flying toward it, the Megawatt yelped in fright and zipped away with Buzzshock close on it tail.

All around the town, Gwen, Max, and Trixie could only see flashes of yellow and green lightning zipping up and down the street, sliding along telephone poles and spiraling around buildings. There were brief moments when the opposite colored charges would stop and clash, resulting in an electric explosion that killed the power to every electronic device nearby. There were times when the two Nosedeenians dived into the powerlines, met each other midway, and snapped the cable with an electrified burst. These kept going on for several minutes until the lightning duo smashed into each other head-on, dropped to the ground, and slid to opposite ends of the street. Buzzshock and the Megawatt quickly shot up to their feet and glared at each other – the Megawatt didn't look like he was having fun anymore.

"I hate to admit it, but he's good," said Buzzshock, shooting a bolt of lightning that barely missed his opponent. "I'm having a hard time keeping up with this crazy thing."

"How are we going to ground that electric devil?" Max pondered out loud.

"If only we had a water-based alien or even a Conductoid," said Trixie.

"I have a better idea in mind," said Gwen before running off.

"Well, that can't be good," said Trixie bluntly.

The Megawatt zipped down the street, Buzzshock chased after it, and then the yellow Nosedeedian shot backwards the way it came from. Buzzshock shook his fists and grinded his teeth in frustration.

"That's it!" growled Buzzshock. "I'm pulling the plug on this guy's prank." The green Nosedeenian looked down at a manhole cover, zapped the metallic lid with his lightning, and pulled the disk out of the ground with her electromagnetic powers. "Hey, sparky, catch!"

Buzzshock did a quick spin with the manhole cover before tossing the lid with all his strength. The Megawatt stopped momentarily to see what its green counterpart was doing, but this proved to be a critical mistake as the manhole cover sliced it directly in the middle, dividing the Nosedeenian into two equal parts. Buzzshock pumped his fists in the air in celebration…until the two halves of the Megawatt regenerated themselves into two whole Nosedeenians; Buzzshock's jaws dropped in a comedic fashion.

"I probably should have mentioned," called Trixie, "Nosedeenians are capable of cellular division!"

"That would have been nice to know ten seconds ago!" Buzzshock yelled agitatedly.

And at the worst possible time, the Omnitrix beeped and flashed red, transforming Buzzshock back to Ben. The young Tennyson boy looked over himself nervously and then looked up at the pair of Nosedeenians. The alien batteries did not look happy to see him, especially after all the trouble he had caused them.

Both Megawatts fired bolts of electricity on the ground, barely missing Ben, when a truck horn blared from down the street. Ben and the Megawatts looked over as a large truck carrying what had to be the world's largest thermometer suddenly stopped next to Ben and the driver's door opened. Ben only briefly saw his grandfather reaching out before he pulled him into the truck next to Gwen and took off…. Then they stopped a short distance away, set the truck in reverse, and opened the passenger door for Trixie, who had her arms crossed and looked peeved.

"Thanks for remembering me," said Trixie sarcastically as she climbed in and _then_ they took off.

"Grandpa, what're you doing?" asked Ben curiously.

"Giving these sparklers a science lesson they won't forget," said Max, trying to sound tough.

The elderly man slammed his foot on the accelerator to kick the truck into high gear when the Nosedeenians started chasing them – they weren't about to let Ben get off that easily. It only took a few seconds for the Megawatts to catch up to them, but it looked like Max and Gwen had a plan after all.

"Hey, Mega-weird!" Gwen called out insultingly, shifting a lever on the console. "Come and get us!"

The lever seemed to be controlling the flat bed of the truck as the world's largest thermometer was raised at an angle on the surface, sliding off and stabbing into the ground. The Megawatts were going too fast to stop themselves and ended up smashing headfirst into the giant thermometer. Grandpa Max immediately stopped the truck when he saw the Megawatts crash in his rearview mirror and hopped out with the children. They saw the electric current of the Megawatts sparkling off the top of the giant thermometer before it slowly dissipated into the ground.

"What happened?" Ben asked, very much confused.

"We just used the biggest thermometer as a lightning rod," said Gwen smugly. "Who needs an alien superhero when you got good old fashion brain power?"

"Yes, brain power is an amazing weapon," Trixie nodded, though her comment seemed more on the sarcastic side. "And if you had enough of it, you might have realized that the ground beneath the lightning rod is one massive conductor."

"What does that mean?" Ben asked again; science always went over his head.

"Oh no," said Gwen, suddenly realizing the error in her judgment. "It means the Megawatts are just zipping underground until they find some way to get back to the surface."

As if to prove her point, every telephone within hearing distance started crackling with energy while ringing nonstop on their hooks. Charges of visible electrical energy shot across the ground, melting and puncturing the tires of any cars that hadn't been flipped over before climbing up telephone poles and blowing the power boxes. One charge even found its way around a fire hydrant and blasted the cap off, spraying water into the street. The chaos did not seem to stop until the Megawatts finally found a way to escape their underground prisons through the power lines, only this time it wasn't limited to two. Somewhere along their underground trip, the Megawatts had continually divided until there were now at least two dozen Nosedeenians zipping through the air.

And the whole time, Ben couldn't stop smirking at his cousin.

"Ben Tennyson, don't say a word," Gwen commanded.

"Hey, I'm just glad _I_ wasn't the one that screwed up this time," said Ben happily.

"Well, the day is still young," commented Trixie as a shop exploded in the background; Ben and Gwen frowned.

All of the newly spawned Megawatts clustered together on top of the world's largest hot dog like they had just finished gorging themselves on a big meal. In perfect unison, the Megawatts let out a sonic shriek that caused everyone to hold their ears and cringe (except for the mayor for whatever reason – he was just plain weird). Unfortunately, the sonic screaming shattered the glass cup holding the world's largest toothpicks and caused them to fall onto the pedestrians below.

"Everybody move!" Max shouted urgently.

Everyone quickly ran out of the way for cover except for the mayor, who once again disregarded his own safety and chose to remain on the bench eating his popcorn. There was no explaining how even when the toothpicks were falling so close to him that not a single one had managed to hit him – Trixie was starting to suspect he either had psychic powers or magic.

"There goes the world's largest toothpicks," the mayor monotonously spoke. "Oh, the humanity."

The Megawatts giggled incessantly before they zipped off somewhere else.

"Those creep's idea of good clean fun is going have us pushing up daisies," said Max.

"Don't just stand there, doofus," Gwen said to Ben. "Dial up some help."

"Duh, like I haven't been trying," Ben snapped, showing her that his watch was still in the red. "Instead of riding on me, why doesn't Trixie help? She can go alien too, you know."

"If you can't deal with then in a full-alien transformation," Trixie retorted, "what makes you think I could do any better with partial transformations?"

There was a loud boom from down the street and everyone turned to see that the Megawatts had knocked over the giant jackalope statue on top of the motel. One of the Nosedeenians (possibly the original) was standing on top of the statue while the rest were watching from below, all of them chittering in what could only be assumed was the Nosedeenian language. After a few seconds of chatter, the Megawatts suddenly zipped away out of sight, leaving the street completely empty.

"Uh, where'd they go?" asked Ben, scratching his head.

"I don't know," said Max suspiciously. "But I don't think it's good."

Without warning, the ground started rumbling ominously and suddenly one of the buildings nearby exploded outwards, opening a massive whole in the wall. What came out of it was Sparksville's planetarium exhibit, only now it was walking around like a person and was no doubt Nosedeenian powered. The monster-sized exhibit paused for a moment, seemingly looking down on the Tennysons, then marched mechanically towards the outskirts of the tourist town.

"Well, that's something you don't see every day," said Trixie. "And that's saying something considering how hectic our day to day lives are."

"Come on," said Max, running ahead. "We'll head it off in the – "

No doubt he was going to mention the Rust Bucket, but they only ran a few feet before they found out that the Megawatts had already beaten them there. The Rust Bucket's tires had been taken off and left on cinder blocks while the Megawatts had found green paint and drew smiley faces on the windows along with a tag:

"U am lame," Ben read, laughing mockingly. "That's weak."

"And don't even get me started on the grammar and the spelling," Gwen added.

"So neither of you are concerned that they wrecked our only means of transportation?" Trixie asked them.

"I reckon they'll head for the big hydroelectric dam to power up," said the mayor, finally getting up from his exclusive bench. "After that, they'll just wipe out the next town and so on and so on. They think it's funny. Yep, Megawatts got a real twisted sense of humor."

If Ben and Gwen didn't feel bad about causing this whole mess before, they sure did now (Trixie didn't of course – she's just an innocent party in all this, or at least that's what she keeps telling herself). Gwen looked around the town as if the answer to all their problems would just appear out of nowhere when her eyes fell on the world's largest fish bowl. Ben also noticed his cousin looking up at the fish bowl and somehow seemed to understand her thought process as they both exchanged knowing looks.

"You thinking what I'm thinking?" Gwen asked Ben.

"Yeah," Ben nodded. "Beat those pranksters at their own game."

* * *

The hydroelectric dam was several miles north of Sparksville, which wasn't easy to get to when you didn't have a ride. The Megawatt-infused planetarium was at the base of the dam trying to smash its planet-fists through the concrete, leaving large dents in the stone while simultaneously cracking its "hands" for lack of a better word. The Planetarium was just about to punch the dam again when a column of flame suddenly blasted down on top of it, making the planetarium stumble backwards. The machine tilted Saturn up toward the top of the dam to see Heatblast posing heroically with his hands on his hips.

"This is your only warning," said Heatblast. "Knock off the funny business or I'll fry your twinkling butts."

The Megawatt-Planetarium promptly ignored the Pyronite's warning and slammed both of its fists into the wall with all its strength, finally succeeding in creating a wide crack that started to spread along the wall as water began to leak through. The rumbling of the dam also caused Heatblast to lose his balance and fall forward, forcing him to descend down the building at a running pace. Unfortunately, he was headed towards the water leak which would no doubt nullify his powers upon contact.

Heatblast leaned back and tried to slow his descent by scraping his hands and feet against the wall until a small explosion erupted beneath him. When the smoke cleared, Heatblast suddenly found himself riding on top of a fiery meteor like a surfboard through the air.

"Whoa, I didn't know I could do this," said Heatblast excitedly. "Trixie's been holding out on me." Heatblast rode over the water leak and glided over until he could jump to safety a short distance away. The meteor dissipated in the air and the Pyronite turned back to the leak. "Better seal that up fast."

But while Heatblast went to work on sealing the dam, the Megawatt-planetarium was climbing the ledge to reach the turbines that were absorbing the energy from the dam, not noticing the giant object covered by a tarp only a few feet away. As the planetarium started walking up to the turbines, a jolt of electricity shot out from the side and struck it in the head, breaking off Saturn's ring. The living planetarium turned its head and saw Trixie standing next to the tarp-covered object; her hair had turned sharp and jagged like the shape of lightning bolts while green electricity sparked around her eyes and crackled in her hands.

"Ben was right," said Trixie, her voice crackling from the Nosedeenian DNA she was borrowing. "Trying out new aliens is fun."

The planetarium monster turned and started to head for Trixie when another meteor suddenly flew by in the background, and of course, Heatblast was riding along the air like he was surfing a wave. He felt pretty confident as he curved the meteor around and started flying toward the Megawatt-power machine…until the meteor snuffed itself out and dropped the Pyronite into a building on the opposite side of the chasm. Trixie palmed her face.

Heatblast staggered backwards out of the wreckage looking disoriented, dropping hopelessly to his knees. The pyronite was so out of it that he was barely aware of the planetarium walking up to him. He looked up at the last second before the planetarium punched him across his flaming jaw, sending him flying onto his back.

As the Megawatt-powered automaton stood victoriously over his fallen foe, Trixie decided to remind them that she was still present. The human Omnitrix snuck up behind the planetarium monster and slapped her hand on the machine's "foot", discharging a large amount of electricity that flowed through the machine. The planetarium fidgeted and sparked until a portion of the machine's head blew off. The Megawatt giant turned around and would no doubt be glaring if it had eyes.

"I know, shocking, isn't it?" said Trixie jokingly.

The planetarium raised it foot to stomp Trixie, but she had already zipped away with an electrified dash. The machine paused for a moment and then turned around to see Heatblast forming a massive fireball equal to the planetarium in size.

"What's the matter?" said Heatblast. "Can't take a joke?" The pyronite hurled the fireball into the planetarium and watched the machine explode into a thousand pieces. With their favorite toy now destroyed, the Megawatts had no choice but to leave the machine and none of them looked happy. "You really got burned with that one. You guys should really quit while you're behind."

The Nosedeenians crackled angrily and charged at Heatblast, but before they could reach him, a cloud of smoke bursts around him. The Megawatts passed through the smokescreen unharmed, but they were scratching their heads when they couldn't find the fire-starting alien. They quickly followed the smell of burning material that the pyronites gave off and found him leaning against the giant tarped object, blowing kisses at them tauntingly.

Now the Megawatts were really furious – the horde screeched angrily as they deformed into lightning bolts at charged at Heatblast together. And right when they started rushing him, Heatblast ducked underneath the tarp and the Megawatts followed him inside. When the last of Nosedeenians were inside, Max and Gwen appeared from behind the object.

"Ben did it," said Max. "They took the bait."

Max grabbed a bundle of the tarp and pulled it off, revealing that the Nosedeenians had recklessly followed Heatblast inside the world's largest fishbowl. By the time the Megawatts realized they had been tricked, Heatblast came around and breathed a current of fire that melted the glass on top to mold together, permanently sealing the Nosedeenians inside. The Megawatts screamed against the glass, though their chatty voices were muffled. And of course, Ben had to get the last laugh in by sticking his flaming tongue out childishly.

"Nice touch using the fishbowl," Trixie complimented them when she zipped up to the group. "With nonconductive glass sealed up tight, the Nosedeenians won't be able to escape for a very long time."

"Once again, science saves the day," said Gwen proudly just as the Omnitrix timed out.

"With a little help from science fiction," Ben included.

* * *

By the time they returned to Sparksville with the trapped Megawatts in tow, the town had mostly been able to repair the damage that the electrified aliens had done in their short time of freedom. For some reason, everyone in town seemed to be extraordinarily gifted in repairing broken buildings and busted streets as if this were an everyday occurrence. And yet, for some strange reason, the Tennysons considered that to be a possibility. But either way, the children were happy to have the Rust Bucket fixed and were ready to leave at any moment, but first the mayor wanted a word with them in the town square next to something hidden underneath a tarp.

"You folks done right by us," said the mayor monotonously.

"Hope this adventure wasn't a big setback for Sparksville," said Max in concern.

"More like a giant step forward," said the mayor, shrugging his shoulders uncaringly. "What with our new attraction, soon we'll be raking 'em in." He pulled off the tarp and flashed a bright light that temporarily blinded the Tennysons until their eyes adjusted. When they saw what it was, the children came close to laughing while Max looked on in awe. "World's biggest lightbulb. It'll be a humdinger."

The nosedeenians inside the newly converted lightbulb were zipping around fruitlessly trying to get free, beating each other up, or was just pouting silently. They were getting restless and knew it was gonna be a long, long time before they could ever hope to get free again – if there ever did at all. Ben felt the most satisfaction out of all this knowing he was the one that put them there, but the mayor had to rain on his parade by reminding him how all this trouble started.

"Just as long as folks mind the signs," said the mayor, leaning closer to Ben in particular.

The mayor then walked away with a signpost planted in the ground in front of the lightbulb to emphasize his point:

"In case of emergency, do not break glass," Ben read the sign aloud. He knew that the sign was made specifically for him in mind, but Ben couldn't find it in him to care anymore as he and the rest of his family walked back to the Rust Bucket. "Ah, I think I'm pranked out for a while."

"There is a time and a place for a practical joke, Ben," said Max sagely. Ben stared at his grandpa for a moment, not really caring for what he had to say, until he opened the RV door. The most classic prank of all landed on top of Ben's head: a bucket of water. The young Tennyson boy pulled up the bucket and glared at his relatives, who were starting to crack up. "But funny is funny! Especially when it's not on you!"

Ben dropped the bucket back down in defeat as Gwen, Trixie, and Max laughed at his expense.

* * *

 **This chapter is a huge stepping stone in the story as the Tennysons now know the existence of the Omnitrix's capture mode and the ability to unlock new aliens like Buzzshock. Of course, there are going to be some limitations. Having Ben being able to unlock a new alien every time he fights a new species is unrealistic and would defeat the purpose of him learning, so the new aliens will only come within reason. And as demonstrated, with every new alien that Ben unlocks, Trixie can also access their powers as well, but this will also be the beginning of a new problem centered around her that will be explained in the future.**

 **Next episode: Kevin 11**


	8. Kevin 11

**Episode 8: Kevin 11**

New York was without a doubt the strangest stop they had made on this country-wide road trip yet, or at least that was Trixie's opinion. Even before Max had stopped the Rust Bucket in front of the hotel that they were staying at for the night, the green-haired had already seen four mutant terrapins flying across the rooftops dressed as ninjas, a blue rat running at supersonic speeds, and a naval carrier flying over the New York skyline. But by far the strangest thing was how completely normal people on the street were acting. Even as a green-skinned Goliath and a hammer-swinging Viking were trying to kill each other down the street, no one even spared them a glance.

The Tennysons walked into the hotel while Max went to get them checked in at the front desk. Trixie had to admit as she looked up at the crystal chandelier hanging over the well-furnished lobby that staying here was going to be a lot better than sleeping in the cramped Rust Bucket.

"Wow, this hotel has everything," said Gwen giddily as she looked over the hotel's brochure. "Indoor pool, full-day spa – "

"Now don't get used to it," said Max humorously. "It's only for one night."

Ben looked like he was the only one that was disappointed they were going to be stay at a fabulous and comfortable hotel instead of spending another night in the RV. But his mood quickly perked up when he spotted something across the lobby. The hotel theater was hosting something for Sumo Slammer, and as we all know Ben from the incident in Washington, he would go to any lengths for anything related to the franchise. Which was exactly why Trixie looked so worried when Ben started running off.

"Ooh, the new Sumo Slammers video game is in there!" said Ben excitedly. Trixie started to chase him, afraid he would do something stupid again, but thankfully he was cut off by the stern-looking security guard blocking the theater.

"Pass?" the guard questioned seriously.

Ben pretended to check his pockets and said, "Uh…must have left it inside. I'm one of the game pros testing out the system."

"VIPs only," said the guard strictly.

Ben slouched in defeat and dragged his feet back to the front desk, nearly running into Trixie, who was staring down the Omnitrix wielder with her arms crossed and a disapproving look.

"I know what you're thinking, Benjamin," said Trixie, leering warningly. "You are not going to use the Omnitrix to sneak back in there. Maxwell put a lot of effort into letting us spend the night in this fine establishment and we don't need you messing it up for everyone because you're greedy."

"Okay, okay, I won't, geez," groaned Ben, throwing his hands up in mock surrender.

Trixie glared at him for another few seconds, not fully believing Ben's words, but nonetheless slowly started to walk back to the front desk where Gwen and Max were finalizing their room assignment. But just as she had predicted, Trixie had not even taken a few steps before she realized there was a bright green flash going off behind her. The green-haired girl spun around, but Ben was nowhere to be found. Already having her suspicions, Trixie shifted her attention to the Sumo Slammers exhibit and wouldn't you know it, Ghostfreak was slipping past the security guard in his ethereal form. The Ectonurite whispered something in the guard's ear that made him uncomfortable before sneaking inside. Trixie grinded her teeth and clenched her fists in frustration.

"Why does that irritating human never listen to word I say?" growled Trixie. "Of all the bonehead – UGH! **Accessing Ectonurite sequence!** "

Her hair transformed into a mixed shade of black and gray and her eyes became a deep shade of purple with black cracks around the edges. Since she couldn't go invisible like Ghostfreak, Trixie had to slip through the floor into the basement, glide down the gray stone hallway, and float back up through the floor into the gaming exhibit. Unsurprisingly, she saw Ghostfreak playing on a gaming system in the middle of the exhibit, too engrossed with Sumo Slammer to notice that Trixie had slipped inside behind him. The human Omnitrix glared heavily as she reverted back to her natural state and walked up behind the Ectonurite. He still didn't seem to notice she was there – that needed to change quickly.

" **Initiate Omnitrix Deactivation sequence – Code 10** ," Trixie commanded aloud.

The Omnitrix beeped and flashed red, returning Ben to his human form and went into recharge mode. Ben looked down at himself, suddenly realizing that he wasn't Ghostfreak anymore.

"Huh? What the heck?" said Ben dimly. Trixie tapped him on the shoulder, forcing the young Tennyson boy to finally acknowledge her presence. "What? Trixie? What're you doing here?"

"What am I doing in here?" Trixie practically screamed, jabbing Ben in the chest with her finger, making him stumble back a little. "What are you doing in here? I have repeatedly told you time and time again that the Omnitrix is not a toy for you to use for your own personal enjoyment! It's is the – "

"The most powerful and dangerous weapon in the universe – blah, blah, blah!" Ben said sarcastically while rolling his eyes. "Don't you ever get tired of saying that?"

"I wouldn't have to keep saying it if you would just get it through your thick skull!" snarled Trixie.

Ben opened his mouth to retort when he and Trixie felt a pair of strong hands on each of their shoulders. The children looked up and cowered under the heated gaze of the fierce-looking security guard.

"What do you two have to say for yourselves?" said the security guard, leering.

"Uh…game over?" Ben chuckled nervously. Trixie slapped him on the shoulder. "Ow!"

* * *

As to be expected, Ben and Trixie were immediately pulled up by their napes and tossed out onto the New York streets. But if that wasn't bad enough, the security guard actually had to track down Gwen and Max and literally throw them out along with their luggage. The two unsuspecting Tennysons could only watch the scene play out in a stupor.

"And never come back!" yelled the security guard.

"I told you not to sneak in there!" Trixie hissed at Ben. "I told you repeatedly not to use the Omnitrix to do something stupid and you still did it!"

"Hey, you got caught too," Ben countered.

"Because I was trying to stop you!" snapped Trixie.

"I can't believe you!" said Gwen in frustration. "I never even had a chance to take a shower – a real shower for the first time all summer! Plus, they had a spa – A SPA! Nice going, doofus!"

Ben Tennyson stayed silent, but was glowering the whole way as they walked back to the Rust Bucket parked across the street. The young Tennyson boy thought it was unfair that all three of them were turning on him, but Trixie also thought it was unfair that they had to be punished for Ben's lack of thought.

It had only been a couple weeks since Ben and Gwen had found Trixie and the Omnitrix in that pod after it crash-landed in Yosemite Park and Trixie thought she was coming along rather nicely in that short period of time. When she came out of that pod, she had been a blank slate lacking any real emotion, but now she was starting to learn about being human at an accelerated rate and she was becoming more expressive with her feelings. Unfortunately, most of those feelings were anger and exasperation towards Ben.

Time and time again, she constantly had to tell him the difference between right and wrong and every time – every single fragging time – Ben would ignore her until he made the situation worse because of his bullheadedness. It was all starting to wear on Trixie – all of the rage and frustration she was keeping locked up inside her was starting to bubble up and Trixie was almost afraid she might actually exploded in anger. Her hands were starting shake as the emotions built up in her chest, opening and closing her finger repeatedly just to feel like she was doing something while Max was scolding his grandson.

"How do you expect me trust you if you keep misusing the Omnitrix?" Max berated Ben.

"Excuse me," scoffed Ben. "I used it a hundred times for good. Why can't I just use it once for me?"

"It's not how many times you use it, Ben," said Max. "It's how you use it."

"It was no big deal," Ben grumbled.

"To you," said Max. "And that's all you care about. So, no more Sumo Slammers stuff for two weeks. No comic, no trading cards, no – "

"Fair!" yelled Ben, jumping up angrily.

"Neither is being punished for your stupidity time and again," snapped Trixie from across the room. "That seems to be a recurring theme this whole trip, doesn't it? You do something stupid and everyone else has to pay for it. That stupid trading card in Washington, those bounty hunters in Slattersville, that giant rubber band ball in Sparksville – "

"So I made a couple of mistakes! Big deal!" Ben shouted back.

"Accidentally dropping Gwendolyn's flash drive down the sink is a mistake!" shouted Trixie scathingly, marching up and getting right in Ben's face. "Ever since you found the Omnitrix, it's been one disaster after another! How I wish to Galvan Prime that it had been Gwendolyn who found the Omnitrix instead of you! At least she's responsible about it!"

"Okay, why don't we just cool down – " Gwen tried to make peace between the two.

"STAY OUT OF THIS!" Ben and Trixie snapped in unison; Gwen tried to make herself smaller in her seat.

"I'm the one who found the Omnitrix!" Ben spat in Trixie's face. "I'm the one with all the alien powers! You don't get to tell me what to do! You're not even a real person! You're just a talking instruction manual – "

 ** _BAM!_**

Gwen and Max gasped in shock as Ben dropped to the ground on his back, holding a hand over his left eye, looking up at Trixie with a stunned look on his face. The green-haired girl was horrified as she slowly looked to her right hand and saw her clenched fist hanging in the air where Ben's face had been a moment ago. Trixie pulled her hand against her chest, taking short, gasping breaths as her mind reeled over what she had just done. Her hands were shaking again, not in anger, but in fright. She looked around at the Tennyson family and saw them all staring at her…staring at her like she was some kind of monster….Trixie took a couple steps backwards, bumping into Max and jumping away from him, scared by the way he was looking at her as if she was something he couldn't recognize.

"Trixie…are you…?" Max said slowly, reaching out for her.

But he only needed to gently touch her shoulder for the human Omnitrix to let out a frightened scream that made Max, Gwen, and even Ben jump up in surprise. They were looking at her again…she couldn't stand the way they were looking at her…her mind was racing…she couldn't think straight….Trixie closed her eyes, lowered her head, and shoved Max out of the way as she made a dash for the door, nearly throwing it off its hinges when she threw it open. Trixie grinded her shoes against the street as she pivoted on her feet and started to make a run for it. She didn't know where she was going, but she just knew that she couldn't go back to the Rust Bucket anymore.

"Trixie!" Gwen cried as she ran out the door with Max and Ben. "Trixie, come back!"

"Oh man, she hits hard for a girl," Ben groaned, rubbing the sore spot where she punched him - it was definitely going to leave a black eye. "Aw geez, now everyone's gonna make fun of me because I got beat up by a girl."

"Really, that's what you're worried about?" scoffed Gwen disgustedly. "Our friend is running lost and alone in the biggest city in the country."

"We have to find her before she gets herself in trouble," said Max, trying to keep a level head about the situation. "C'mon, she couldn't have gotten too far."

"You're a real jerk, you know that?" Gwen said the Ben before chasing after her grandfather.

Ben remained rooted in his spot for a moment, stilling rubbing the sore spot around his eye, when he felt the guilt starting to bubble in his stomach. Now that his head was clearer – and throbbing from his black eye – he remembered everything that he had said to Trixie and realized that wen was right: he was a jerk.

* * *

After running for what must have been ten city blocks, Trixie finally stopped in front of an arcade building called "Total Zone". She leaned forward with her hands on her knees to support herself as she took a moment to catch her breath.

She couldn't believe what she had just done. Sure, there were times when Trixie had slapped Ben when he deserved it, but all those instances were when he was in alien form. This was the first time Trixie had ever hit him with the intention to hurt. And now after what she did, Trixie's mind started to run off the worst possible scenarios. The way the Tennysons were looking at her obviously meant they weren't too happy with what she did. What if they got angry at her? What if they just decide to drive away and leave her behind? What if –

"Calm down, Trixie, calm down," Trixie muttered to herself. "You just…you just need to pause for a moment and relax – think things over with a cool head." She took a couple of deep breathes and started to feel the adrenaline wear off. "Okay…okay…it's probably not that bad. No need to panic. You just…you just need to give everyone time to cool down. Yeah, that's it. Just give every a chance to calm down. You can…you can distract yourself for a couple hours and then go back. Everything should be okay then, right?"

Trixie didn't look as confident as she sounded, but she knew there was no point in worrying about it right away. She was right; she needed to calm down before she went back to the Tennysons. And since she was already at an arcade, might as well occupy her mind with a few senseless video games while she's here.

The very moment she walked through those doors, she was blasted with all kinds of noises, both electronical and human, and the large den was jammed packed with all kinds of devices that seemed archaic to someone who was tuned in with advanced technology. But she didn't come here to think about the Omnitrix or the person wearing it; she came here to clear her head.

She stepped up to the only machine currently available – a baseball hitting simulator – and inserted the currency she occasionally got from Maxwell to pay for it. Trixie understood the basics of baseball from what she had seen on television and braced the faux bat on her shoulder while the pixelated pitcher started winding up their throw. But right at the moment when the simulated ball was thrown, the arcade machine suddenly beeped and flashed:

"Game over?" Trixie read aloud in surprise. "But I didn't even get a chance to play. Uh…hey, excuse me – "she called to a passing arcade employee, who looked mildly annoyed at Trixie. "Yes, excuse me. But this game just quit on me before I had a chance to use it."

"Read the sign, kid," said the employee rudely. "It says play at your own risk."

"What?" Trixie complained as the employee walked away. "You can't just take my money like that! It's not fair!"

"You're right, it totally not fair. You've just been ripped off, girl."

Trixie turned around at the voice and just now noticed another boy nearby leaning against one of the arcade machines. He looked slightly older than Ben, thin and scrawny from lack of proper nourishment and pale skin from lack of sunlight, his black hair touched his shoulder and had dark-brown eyes. He wore a torn black T-shirt, black studded arm bands, brown cargo pants, black knee-length shoes, and a padlock necklace. He looked like the type of person that Max would tell her to stay away from, but the way he talked – like speaking from personal experience – made Trixie feel somewhat comfortable.

"Well, it wouldn't be the first time I've gotten the rougher end of a deal," Trixie complained, glaring at the back of the fleeing employee. "Just once I would like to go without someone trying to take advantage of me."

"Sounds like you have it tough," said the boy, smiling. "Tell you what, I'm gonna do you a little favor, but you owe me one."

The dark-haired boy stood up and walked over to the machine that ripped off Trixie. He pressed his hand flat against the screen and suddenly a surge of electricity flowed from his skin into the arcade device. The machine beeped and it started pouring out hundreds of quarters from the dispenser into a pile on the floor. Trixie's mouth fell in awe.

"Whoa, how'd you do that?" asked Trixie. "Are you one of those mutants I've been hearing about?"

"I guess you could say that, l but ain't no X-man," said the boy proudly.

"Well, thank you," said Trixie gratefully as she scooped up two handfuls of quarters and stuffed them in her pocket. "I'm Trixie, by the way. I don't really have a last name, so just call me Trixie."

"I'm Kevin Levin, but you can just call me Kevin," Kevin introduced himself pleasantly.

"Would you perhaps like to play the game of hockey on the air-powered table?" asked Trixie hopefully. She had only just met Kevin, but she was hoping that maybe he could be her first friend – she was basically obligated to follow Ben around because of the Omnitrix, so it didn't count.

"You are one weird chick, you know that?" Kevin chuckled and Trixie giggled in response. He was about to accept her offer when he noticed a couple of tough-looking teenagers walking around the corner. They spotted Kevin and bared their teeth and knuckles in his direction. "Uh, you know what, I really can't. I uh…kinda have to go somewhere….But hey, we should totally hang sometime, Trix."

"Trix," repeated Trixie, grinned with excitement. "My first nickname…. Whoa, hey, watch it!" she snapped at the pair of teenagers as they pushed her out of the way.

Kevin looked over his shoulder when he saw the two teenagers are started walking faster towards the exit. Unfortunately, his escape was cut off by a third teenager that suddenly jumped out from behind one of the machines.

"Long time, no see," said the teenager as his gang surrounded Kevin. "Where you going, freak? Home to recharge your batteries?"

Kevin backed away from the punky-looking teen – he must have been the gang leader – but he walked back into the other two gang members that kept Kevin in his place. And the whole time, Trixie was watching from a few feet away. They had her new friend outnumbered and outmatched. She couldn't stand for that.

"Hey, leave him alone!" Trixie shouted at them, stomping up to the gang.

"Get lost before you break a nail, girly," one of the teens scoffed and shoved Trixie to the floor.

Trixie pushed herself up by her elbows and gritted her teeth angrily, but the boys scoffed and turned their attention back on Kevin. As if it wasn't bad enough that she was constantly being pushed around by Ben; now these boys were literally pushing her around. Her frustration was reaching a boiling point and felt the sudden urge to sock them in the face too…. So why didn't she, Trixie thought with a dark smirk.

" **Accessing Appoplexian sequence,** " muttered Trixie.

"So, how's the hang out," Kevin asked them in a sarcastic manner. "Still trashed like I left it for you?"

"Yeah, and you're gonna pay," said the leader dangerously. "You can't take us all alone freak."

Just as the gang leader was pulling back his fist ready to wail on Kevin, the punky teenagers (along with everyone else in the arcade) was rattled when they heard something that sounded like a tiger's roar echoing through the building. Kevin and the street gang were looking around in a panic when the boy holding on to Kevin's left arm was suddenly ripped away and lifted off the ground by a pair of small hands. The helpless teenager flailed his arms and legs in the air while his gang members slowly backed away in terror and Kevin broke out in a wide grin.

Trixie was holding up the fattest of the teenage gang members over her head as if he weighed as much as a loaf of bread, baring her teeth and snarling monstrously. Since the arcade room was semi-dark, neither Kevin nor the street gang could tell that shading of Trixie's hair had turned into a mixture of orange and black stripes, or that her pupils had become slits and there were black markings around them. All they saw was a ten year-old girl lifting their heaviest member in the air before she tossed him into the basketball game and scored three points. Trixie roared again and the arcade machines closest to her rattled like they were in a miniature earthquake; the street gang yelped in fright and some of them held each other.

"Let me tell you something, New York street punks!" yelled Trixie. "Nobody goes around picking on Trixie and Trixie's friends Kevin Levin! NOBODY!"

The Human Omnitrix pounced forward and tackled the gang leader to the ground, rolled around a couple times, and then threw him over her shoulder. The punk leader was sent flying across the arcade room and slammed on top of the prize counter before falling over on the other side; the attendant screamed and ducked for safety. Trixie snapped her head to the last member of the street gang and snarled. The young punk screamed like a little girl and started running away. Normally, Trixie would have just accepted the victory and let him walk away, but the Appoplexian DNA was making her act on her impulses and caused her to chase after him.

The last of the teenage punks skidded around the back corner of the arcade room, nearly tripping over himself, and was starting to run past the air hockey table when Trixie suddenly leapt over the wall of arcade machines and tackled him to the ground. The gang member tried crawling away, but Trixie grabbed him by the back of his jacket and lifted him over her head like the first one. She turned to face the air hockey table and flashed a predatory grin before she slammed him head first into the game table. The air hockey field cracked in half and Trixie dropped the teenage punk in the middle of it, laughing when a pair of air hockey pucks tilted and smacked him in the head.

With her heightened sense of hearing, Trixie could tell that the arcade employees were calling security, which meant she needed to make herself scarce – she may have Appoplexian DNA, but she still had some intelligence left in her. But as she climbed on top of the arcade machines to leap across, she spotted Kevin staring at her from below. Instead of the horrified looks that the Tennyson's had given her when she clocked Ben, Kevin looked happy, if not excited to receive her help. The Human Omnitrix waved at him kindly before leaping across the arcade.

* * *

Five minutes later, Trixie was standing outside the arcade in her normal form once the Appoplexian DNA had finished its course (she did have an altercation with a hot dog vendor before she changed back, but that was another story). Now that the adrenaline was out of her system, the sudden realization of what Trixie had done came flooding back to her: she had used her powers on humans. Sure, she had done the same with people like Animo and those Friends of Fish imposters, but this had been different. Animo and the others had been criminals, but these were just a ne'er-do-well New York street urchins. The green-haired girl groaned and started pacing around with her hands in his hair.

"Ooh, I can't believe I just did that," groaned Trixie. "First I punched out Ben and now I went and did something like this. What is wrong with me today? I mean, it's not entirely without reason, right? Kevin helped me so I helped him in return. I was just returning a favor. Yeah, that's it, just returning a favor. I didn't do anything bad, right?"

"Trix!" Kevin called as he ran out of the arcade; Trixie yelped in surprise for a moment. "Trix, dude, that was totally awesome! Did you see what you did to those losers? I think you gave Mike a concussion! How did you do that?"

"Uh…well, you know," said Trixie, chuckling nervously and looked anywhere except Kevin. "Just…eat your vegetables, drink milk, and get a good night's sleep is all?"

"Cool," Kevin complimented. "Hey, you're new in town, right? Want a tour of New York?"

"Hmm…I don't know," Trixie mumbled thoughtfully. "I really should be getting back to my friends….Although, they probably don't want to see me any more after what I did. As you saw in there, I haven't exactly been in the best mood all day. They might still be angry with me."

"Then that works out perfectly for us," said Kevin. "We can go exploring around New York together while you give your friends some space. By the time you go back, I bet they'll have cooled their heads off then."

"Well, I guess it couldn't hurt," said Trixie, finding the logic in Kevin's statement.

"Sweet," Kevin cheered, throwing a friendly arm around her shoulder. "C'mon, I gotta show you this awesome pizza shop owned by a bunch of teenage mutant turtles that know kung-fu."

* * *

Kevin's version of a New York City tour wasn't something Trixie would expect to see with a typical guide nor did most of it seem legal, but it was definitely a lot more fun.

He had kept his words about visiting a small, hole-in-the-wall pizza shop that was run by four giant humanoid turtles that were apparently named after renaissance artists and cooked their pizzas with ninja weapons. The reason their shop wasn't as popular was because of their choices in pizza toppings (jellybeans, sauerkraut, pickles, tuna fish, horseradish, and pineapples), but Trixie and Kevin's unique taste in flavor made it enjoyable enough. After getting pizza, Kevin promised to get them inside Avenger's Tower, but their plans were derailed when an army of supervillains marched up to them ("What kind of heroes tells the bad guys where they live?" asked Trixie). Since Avengers Tower was a bust, Kevin decided to show him around the Mobius Strip, which was actually a long street of unique shops owned by humanoid animals where Trixie literally ran into a blue rodent named Sonic. While they were there, Trixie decided to try on some speed shoes – she decided not to buy them after she ran into the same pole three times.

After such an action-packed day, Trixie was starting to forget the incident at the Rust Bucket and just wanted to enjoy Kevin's company. The two of them were so much alike in as many ways as they were opposites. Trixie couldn't stop smiling the entire day and wondered if this is what it was like to have a best friend.

"Hey, Kevin, I've been meaning to ask," said Trixie as they walked down 24th street together. "How did you get your power? Is it like the mutants where you are born with it or – "

"Yeah, it's something like that," Kevin nodded. "I'm like an energy sponge. Motors, air conditioners, lights, batteries – whatever gives off power. I soak it up and then I dish it out when I have to, or want to."

"I've always been so fascinated by mutants," said Trixie appreciatively. "And I just can't understand why humans hate mutants, but are accepting of Inhumans, gamma monsters, aliens, angels, demons, and everything else in between. There is no logic behind it. If anything, mutants are more human than anyone else because they are the next stage in human evolution whereas everything else is a byproduct of experimentation and unnatural forces."

"Yeah, well, humans aren't the smartest people in the world," said Kevin, frowning. "Enough of this depressing stuff. C'mon, I'll show you where I live."

* * *

Ben, Gwen, and Max reconvened at the Rust Bucket many hours later after Trixie had run off.

"Either of you find her?" Max asked his grandchildren worriedly.

"She wasn't at the hotel," answered Gwen.

"She wasn't down by the docks either," said Ben. "You'd think a girl with green hair would be easy to find, but I found at least twelve girls with green hair. This city is weird."

"This is very bad," said Max. "Trixie is still new to this whole Earth thing and she could easily be swept up into something very bad, or fall in with the wrong crowd. We need to keep looking."

"Hey, why don't I turn into Jetray and get a bird's-eye view?" suggested Ben, already activating the Omnitrix and turning the dial. "Or maybe I can go Fasttrack and – "

"You going alien is what got us in this mess in the first place!" snapped Gwen, slapping her cousin's hand away from the Omnitrix.

"Gwen is right, Ben," said Max seriously. "You've already done enough trouble with the watch. We don't need any more of it. Now come on – " He opened the door and walked inside the Rust Bucket. "Maybe we can search Midtown or Brooklyn in case she decided to get on the subway."

Gwen quickly followed her grandfather inside as the older Tennyson started up the RV, but Ben remained rooted in his spot, head hanging in shame. If anything happened to Trixie because he was a jerk….Ben quickly shook her head free of the thought and hopped back inside the Rust Bucket before it took off.

* * *

Just as Max had predicted, Trixie did end up in the subway system that ran underneath the city, but it seemed like the station Kevin was leading her to have been abandoned for a while, either because there was a structural problem or simply fell out of use. Kevin converted the abandoned station into semi-livable quarters with a bunch of televisions and gaming systems scattered everywhere, a broken vending machine for sustenance, and a moth-eaten sofa with a few blankets draped over the back. It wasn't the kinda of place Trixie would prefer to live in, but it was adequate.

"You live here?" asked Trixie, eyeing the candy wrappers on the floor.

"Pretty much," said Kevin, shrugging. "It's not a five star hotel, but at least I get the whole place to myself."

"What about your family?" asked Trixie.

"Long gone," Kevin scoffed. "Remember what you were saying about mutants earlier? Well, my folks weren't exactly thrilled with having a freak for a son. But hey, it's not all bad. This means I don't have to answer to anybody."

"Doesn't it ever get lonely?" asked Trixie.

"Yeah…sometimes," Kevin admitted. "But sometimes it's better than being around a bunch of people who only see you as a freak."

"Like that street gang that was after you?" asked Trixie. "Why _were_ they after you, if you don't mind answering?"

"I…kinda trashed their hang out under the 39th street bridge," said Kevin. "But what about you? Sounds like you and your friends aren't getting along any more. Did something happen?"

"More like someone," Trixie scoffed. "We _were_ going to be staying at a nice hotel that Maxwell was kind enough to pay for, and then Benjamin had to be his usual ignorant self and sneak into some stupid Sumo Slammers video game exhibit. I told him repeatedly not to do it, but he ignored me as usual and did it anyone. And as you can expect, he got caught and we got kicked out of the hotel." She walked over to the couch and plopped down with her arms crossed. "It's not the first time he's done something stupid that's gotten everyone else in trouble. He thinks he can do whatever he wants without suffering the consequences and then he expects me to clean up the mess for him. It's so unfair."

"That sounds rough," said Kevin sympathetically.

"It gets worse," said Trixie. "He then had the nerve to blame me for him getting caught and said something very mean that...that made me feel bad. I was so upset that I…what's the expression? Punched his lights out? I know I should feel awful about doing it, but finally being able to express myself physically felt…good. Does that make me a bad person?"

"No, it means you're human," said Kevin kindly. He walked over to the couch, took a seat next to Trixie, and rested his hand on her shoulder. "It's not good to keep all those feelings bottled up inside; they'll just end up exploding like they did with your friends. Sometimes you just need to yell and punch stuff, or just sit down and talk about stuff to let off some of that steam. That doesn't make you a bad person, Trix. So…you feel better after talking about it?"

"Actually…yes, I do," said Trixie, surprised how relieved she was to finally talk about her feelings with the boy. "Thank you, Kevin."

"Hey, it's no big deal," said Kevin, waving it off. "But you know what would make you feel even better? Getting back at your friend."

"How do I do that?" asked Trixie curiously.

Kevin only smirked in response.

* * *

Both of them snuck out to the storage warehouse on the dock later that night. Trixie didn't feel right about sneaking out after dark after Maxwell had warned Benjamin multiple times in the past not to, but Kevin convince that – just this once – she should stop being responsible and just have fun. And after thinking about it, Trixie agreed, which was why they were pressing their backs against the wall outside one of the storage warehouse doors, keeping an eye out for any late-night guardsmen.

"Why are we here again?" asked Trixie.

"I got a tip that a new shipment of Sumo Slammer video games just came in today," Kevin informed her. "Your friend got you kicked out because he wanted to play it, so what better way to get back at him than having a copy of the game _he_ wanted for yourself."

Trixie did have to admit that there was some logic to that.

Kevin walked up to the security keypad and destroyed it with his powers before turning to Trixie and asking: "Help me kick in the door."

With Kevin's powers combined with Trixie secretly slipping some Appoplexian DNA into her veins temporarily, they were able to bust down the down with a single kick. Unfortunately, neither one of them noticed that they had set off the silent alarm system – Kevin was too busy finding the light switch and Trixie had no idea what she was doing in the first place.

Kevin managed to flip on the lights eventually and illuminated the warehouse filled with thousands of shipment crates, much to Trixie amazement. Kevin walked over to one of the crates nearby and ripped the top open with a grin.

"Check it out," said Kevin, pulling out a copy of the Sumo Slammers game and tossing it to Trixie. "Merry early Christmas to you."

"Oh yeah," said Trixie amusingly as she caught the game. "I can't wait to see the look on Benjamin's face when – "

The Human Omnitrix was cut off when the glass panes of the windows suddenly shattered and cans exhaling smoke landed at their feet – smoke grenades. A beam of light flashed through the upper windows carried by the sound of a helicopter propeller and multiple police sirens. Trixie edged closer to one of the lower windows and chanced a look in the corner. Three heavily-armed helicopters, dozens of SWAT trucks, and a bunch of men armed to the teeth were circling the building.

"Seriously, all this for a couple of video games?" said Kevin, more annoyed than scared.

"What're we going to do?" Trixie asked him.

"We're getting out of here, that's what," said Kevin.

The dark-haired mutant took off running toward the opposite end of the warehouse and Trixie was right behind him, not caring that she dropped her newly acquired video game on the ground. Unfortunately, the helicopter's spotlight landed on them midway and forced the pair to run in the opposite direction. But while Trixie kept going, Kevin stopped for a moment to absorb the energy from a nearby electric socket. Trixie had almost reached the warehouse exit when the doors were kicked in and the two police offices blocked her off.

"Freeze!" they shouted, whipping their guns out.

Trixie froze on the spot, looking like a deer caught in the headlights, when Kevin suddenly drove by in a forklift and crashed the vehicle into the two officers before jumping out. The forklift carried the cops to the other side of the warehouse where they drove through the pillars of Sumo Slammer video game crates, which all came tumbling down on their heads.

"Thanks for that," said Trixie gratefully.

"Any time," said Kevin, grinning. "Now let's go!"

They made a quick dash out the door and started to run for freedom when the end of the alleyway was suddenly blocked off by a police car. Kevin and Trixie pivoted on their heels and start to run the other direction when another squad car blocked off their other escape route. And as if being trapped on both sides wasn't bad enough, one of the SWAT helicopters was flying low with its spotlight focused on them. With all of their escape routes blocked off, the children had no choice but to duck back inside the warehouse and slam the door behind them.

"There's no way out!" yelled Trixie. "We're going to go to jail and I still haven't gotten my tattoo!"

"Calm down, we'll find another way out of this," said Kevin coolly. But when he leaned over to peek outside, he didn't seem half as confident. "Uh…got any ideas? Like, maybe you can just punch them out like you did those losers at the arcade."

"Wait…I can do even better," said Trixie, suddenly coming to a realization. "I might have a way out of this, Kevin, but can you promise to keep a secret. It's very important."

"C'mon, Trix, you know you can trust me," said Kevin.

Trixie seemed hesitant at first. Maxwell had always told her never to use her powers where people could see her, because that usually meant it would come back to bite them in the future. But when she heard the clacking of over two dozen SWAT boots running around outside and started pounding against the door, Trixie suddenly realized she didn't care as much right now.

" **Accessing Pyronite sequence,** " said Trixie.

Kevin raised a brow at the smaller girl, clueless as to why she was talking to herself, but jumped back when Trixie's hair suddenly burst into a wavy mass of flames and bits of flaming pebbles started to replace the areas around her eyes. When Trixie saw the stupefied look on Kevin's face, she couldn't resist laughing.

"Dude, your head's on fire!" Kevin yelped.

"I know," Trixie chuckled before she grabbed Kevin's arm and pulled it over her shoulder. "Now hang on to me and don't let go. That is going to get very hectic."

The SWAT team finally managed to kick the door down…and immediately jump out of the path of the raging fireball flying over their heads. The fireball swerves around the air through their ranks like a meteor and zoomed out into the bay; two of the SWAT helicopter quickly pursued the flames. Most of the SWAT members confused the zipping fireball for that one guys who used to work with the Fantastic 4, but they didn't know that it was actually Trixie using her Pyronite powers like rocket engines with Kevin clinging tightly on her back. The Human Omnitrix did a quick dive, touched the surface of the water, and then pulled back up just to show off.

"WOO-HOO!" Kevin screamed exhilarated. "And people call me a freak! How'd you do that?"

"Explanations later!" cried Trixie as she looked over her shoulders.

The SWAT helicopter was gaining on them fast and the armed forces wasted no time trying to shoot them down. Trixie leaned to the left to avoid the first few couple of shots, then swerved to the right, and kept repeating this pattern while making their way towards the Statue of Liberty. Trixie flew in close to the Statue's head, close enough for Kevin to run along the monument's face, and slipped through the spikes of its crown where the helicopters couldn't follow them. The SWAT teams quickly broke off pursuit and started flying around the Statue of Liberty, but they couldn't see the flying fireball as they went around the back.

" ** _Where'd they go?_** " asked one of the SWAT pilots.

The helicopters continued to circle around the Statue of Liberty, not realizing that Kevin and Trixie were clinging to the underside of one of their vehicles. Kevin certainly looked like he was having a good time, but Trixie was nervously looked at her watch.

"I'm running out of time," Trixie informed Kevin. "I'll try losing them in the city."

Just as Trixie started to take off with Kevin, the SWAT teams finally noticed their little hiding place and started shooting up a storm. Thankfully, Trixie was too fast for them to get a good shot. Trixie dodged and curvedaround the bullets, some of them coming dangerously close to her head, as they flew over the bay directly into the city.

She made a tight swing around one of the skyscrapers, which nearly unbalanced a poor window washer who was stuck with the graveyard shift (though he did lose his favorite squeegee). Unfortunately, the SWAT helicopters were already on their trail again, so Trixie decided to take them down directly into street traffic hoping, they wouldn't be foolish enough to try and shoot in an area congested with civilians.

Her plan worked out perfectly as the SWAT team refrained from shooting them, but when Trixie chanced a look over her shoulder, a New York City tour bus came out of nowhere and railed them from the side. Trixie started spinning out of control and forced herself to climb higher until she could reorient herself. But as luck would have it, the moment Trixie was clear of civilians, the SWAT team started shooting them again.

Trixie never noticed, as they zipped through the streets again, that they had passed the Rust Bucket and the Tennysons inside.

They flew past a camera crew by accident and Trixie stopped in midair when she realized their faces were sprayed all over the Time Square monitors – Kevin was actually bold enough to flash a peace sign. Predictably enough, the SWAT team started shooting them again and ended up killing the television monitors instead of their intended targets.

"These people just don't know when to quit!" screamed Trixie as she took off again with the SWAT teams in hot pursuit. She was starting to worry that they would actually chase her until time ran out hen she stopped over a highway bridge and spotted a truck transporting cars driving by. "Wait, I've got an idea!"

Trixie dived in low to mingle with the traffic, making their way towards the towing truck, and just managed to reach it in time before they started going through the tunnel. The SWAT helicopters had to break off pursuit before they crashed into the bridge and quickly altered their course to chase them on the other side. But when they reached the opposite end of the tunnel, they were surprised to find that their flying fireball was nowhere to be see.

" ** _Hey, where'd that thing go?_** " asked one of the SWAT members.

The SWAT team was utterly baffled by the phenomenon that they failed to notice that Trixie – having reverted to her natural state – and Kevin were ducking inside one of the cars being towed. The trouble-making pair watched the SWAT helicopters get farther away, then turned to each other and shared an excited high-five.

* * *

A little while later, Kevin and Trixie manage to jump the truck when it turned into Brooklynn and made a run for it in case the SWAT decided to do another sweep – Kevin did just show his face in Time Square for everyone to see. They turned down a random dark alley and stopped for a moment to catch their breaths.

"So…you're not really human, are you?" asked Kevin. "You're a mutant like me. You have some power that lets you catch on fire and fly around like that?"

"I'm not a mutant, honestly," Trixie admitted. "I'm not even from this planet. I guess you could say I'm an alien. I have the power to merge my DNA with only a million different species of aliens, but I only have access to eleven of them right now and I can only do partial transformations instead of full. The one you just saw me with was a Pyronite."

"So that thing you did back on the arcade when you beat up those losers?" asked Kevin, remembering Trixie's wild display.

"Appoplexian," answered Trixie simply. "They are a strong species, but they are very prone to their emotions – most common being anger."

"You are so awesome!" said Kevin excitedly. "Show me what other powers you can use."

"It doesn't work like that," said Trixie, shaking her head. "I can only access one alien at a time for a maximum of ten minutes. After that, I have to wait for my connection to recharge before I can access it again."

"Seems legit," said Kevin, nodded. Then a thought crossed the boy's mind and a wicked grin crossed his face; the kind Trixie had seen on many villains in the past. "You know what? We should be partners. Between the two of us, with our powers, we could do whatever we want, whenever we want. And we'd totally cash in. What do you say, Trix?"

"I don't know…," murmured Trixie uncertainly.

"C'mon, Trix," said Kevin persuasively, offering his hand. "We're friends, right?"

Trixie bit her lip while her brain was running a million miles a minute. The rational part of Trixie's mind told her that Kevin was bad news and that now he knew about her powers, he would use them to get whatever he wanted. But another part of her brain reminded her that Kevin was her friend. He had been nothing but friendly and supportive since the moment they met. He wasn't the kind of person who would take of her…right?

"Yeah…friends," Trixie hesitated, but shook his hand nonetheless.

* * *

Meanwhile, the Rust Bucket was zipping through the city way faster than the recommended speed limit as Grandpa Max slammed his foot on the accelerator. They had seen the police chase on television and heard it on the radio, but it was so surreal to think that Trixie had somehow gone from a support character to a New York City criminal overnight. Ben was sitting in the passenger's seat next to his grandfather, slumping further into his seat and the radio continued to report the "flying meteor children" over the Manhattan skyline, his stomach feeling an uncomfortable amount of guilt.

"I just can't believe it," said Max, sighing in disappointment. "This is the kind of stunt I would expect you to pull, Ben, but not Trixie. She's always been such a good kid. How could it have gone so wrong so fast?"

"You do realize this is all your fault, Ben," Gwen told him from the table. "If Trixie ends up in prison, you'll be the one responsible."

"I know," said Ben depressingly. "You're right: it is my fault. I just hope Trixie is okay."

Gwen was stunned into silence in that moment. She had expected Ben to retaliate and argue that Trixie was the one in trouble, not him. The way he accepted responsibility so easy was a sign of just how bad things have gotten.

They needed to find Trixie – fast.

* * *

Kevin and Trixie returned to the subway system in another part of the city that was not abandoned like the one Kevin called home. The children climbed over the turnstile and stopped at the edge of the platform overlooking the railway beneath them.

"Check it out," said Kevin, pointing his thumb to a nearby lamp. "Give me a boost, I need to recharge."

Trixie cupped her hands together for Kevin to stand on and lifted the dark-haired boy closer to the lamp for him to touch. Kevin quickly absorbed the lamps energy until it flickered off then jumped back to the ground with his arms surging with electricity. The mutant boy jumped straight onto the railway tracks with Trixie cautiously following behind, checking up and down the tunnels to see if there were any trains headed their way. Kevin reachds the train switch in between the tracks and uses the energy he stored to force the machine alive and alter the course of the two tracks to meet one another. Trixie saw this and had a bad feeling in the pit of her stomach.

"What are we doing exactly, Kevin?" asked Trixie uncertainly.

"A money train loaded with cash comes down this track," Kevin explained with a horribly gleeful look in his eyes. "So when it crashes into the oncoming passenger train – BOOM! Instant jackpot! You use that Appo – whatever it's called power and we carry the cash all the way to Miami!"

"But hundreds of innocent people will be killed!" gasped Trixie.

"Hey, no pain, no gain," said Kevin, shrugging nonchalantly at the idea of hundreds dying.

"You can't do this!" said Trixie firmly.

"Sure I can," said Kevin smugly. "I just switched the tracks."

"I mean, I'm not going to let you do this!" Trixie repeated, leering at her friend.

"…we shook on it," said Kevin in a dangerously low voice. "We're partners."

"No, this is going way too far, Kevin," said Trixie.

"Then try and stop me, alien freak," hissed Kevin.

"I thought you were my friend…I thought there was finally someone who cared about me…," said Trixie in a soft, saddened voice. "But you don't care about anyone but yourself."

"Hey, I tried to help you," Kevin retorted. "Who was there for you when you blew it with your so-called friends?"

"You're right, you were there for me," Trixie agreed. "Which is why I have to be there for you. I have to stop you before you make a decision I know you're going to regret."

Trixie started to walk around the dark-haired boy when Kevin suddenly grabbed her by the shoulders, spun her around, and threw her back on the tracks and against the wall. Trixie pushed herself up on her hands and knees, wiping away the dirt on her face with the back of her hands, and gave Kevin a hard stare. The mutant boy slowly approached her with his hands sparking with electricity as the green-haired girl stood up.

"Oh, you do not want to make me mad," said Kevin snidely. "You wouldn't like me when I'm mad."

"That goes for both of us," said Trixie, clenching her fists. " **Accessing Petrosapien sequence!** "

Trixie's hair transformed into a rigid curtain of hard, light-green crystals with two crystal spikes appeared on each of her forearms and her eyes became solid yellow gemstones. Kevin was momentarily awestruck by her new transformation – and who could blame him – but his brain finally caught up with the times and glared angrily at his former partner. The dark-haired boy took a single step forward, but stopped himself from advancing when Trixie's hair suddenly came to life and fired a line of six crystal shards in the ground between them.

"Don't take another step, Kevin," Trixie warned him.

"Or what?" Kevin challenged mockingly. "You gonna make me some fancy earrings?"

"If you continue to go down this path, Kevin, I will stop you," said Trixie, her voice completely devoid of all emotion. "I still think we can be friends, but you need to stop this right now."

Kevin sneered at the Human Omnitrix, but he clearly wasn't afraid of her. With a quick glance out of the corner of his eye, Kevin pivoted on his foot and ran back to the railway switcher. He slammed one hand on the machine and started to absorb the electrical energy before holding out the other hand and released the energy at Trixie.

The part-Petrosapien turned around so that her back was facing Kevin's direction, using her crystallized hair as a shield to deflect the electricity away from her and sent it shooting into the ceiling. Trixie turned back around to face Kevin and nearly tripped over herself when she realized the mutant boy was running straight at her. Before Trixie could put up her defenses, Kevin grabbed her by the arms and they begin to struggle for superiority.

Trixie quickly found herself being pushed back by Kevin as he was clearly the stronger of the two (it didn't seem like she possessed the Petrosapien's strength). The energy-absorbing mutant was close to shoving her down when an electrical surge passed through both children.

Trixie's skin was tingling – it was like every muscle and sinew was being overcharged. The feedback between the two finally reached its peak and blasted Kevin and Trixie to opposite sides of the railing. Trixie groaned as she sat up and rubbed her throbbing head…until she realized that her hand felt unusually hard.

Trixie looked down at her hand and nearly jumped out of her skin in shock. Her hair still looked like a chandelier and her eyes were a pair of topaz, but the spikes had disappeared from both of her arms and were replaced by her entire right arm taking the shape of a fully-transformed Petrosapien. The Human Omnitrix looked over her limb in awe – it was still only a partial transformation, but her powers had evolved again.

"The energy feedback must have triggered a chemical reaction within my physiology," said Trixie thoughtfully. "I think I might actually – whoa!"

Trixie yelped when she looked ahead and quickly ducked out of the way as three crystal shards came flying for her head. She flipped to the side using her new arm to support herself and landed properly on her feet, turning her focus to the source of the attack. As much as Trixie had seen in the past few weeks, it was nothing compared to seeing Kevin standing across the station, his head and right arm an exact copy of Ben's Diamondhead transformation.

"Kevin…how…?" questioned Trixie.

"I absorb energy, remember?" said Kevin wickedly. "You didn't think it was just electricity, did ya? I can absorb energy from everything, even people."

"You don't have to do this, Kevin," said Trixie.

Even as she said that, Trixie still swung her Petrosapien arm across the air and fired off a small cluster of green shards. Diamond-Kevin broke the crystal projectiles with her own arm and retaliated by slamming his fist into the ground to create a pillar of crystal that slammed into Trixie's chest. The crystal-haired girl landed on her back, feeling her whole body rattle from the hit. On the positive side, it looked like her evolved powers had given her the Petrospaien invulnerability. On the negative side, Kevin had only had these powers for a few seconds and he was already more powerful than her.

"It's time I finally got what's coming to me," hissed Kevin. "Nobody's calling me freak anymore!" And right at that moment, both children could hear the blares of the subway train's horns and spotted their headlights in the distant dark tunnels. "Today is payday."

Trixie pushed herself up to her hands and knees, looking between the two tunnels on opposite ends that were soon going to collide because of Kevin's tampering. There was no way she was strong enough to stop them even with a full transformation, and any attempt at trying to slow them down would likely result in some injury from the passengers. No, the only safe route was to switch the tracks back to their original paths. Since there was no way she would be able to run for the switcher without Kevin getting in the way, Trixie decided to dig deep for her inner-Ben and took a gamble by shooting a pair of crystal shards at the machine.

Thankfully, her gamble paid off. The tracks managed to switch themselves at the very last second, diverting the train carrying the money to its original course while the passenger train would pass harmlessly alongside it. But in her hurry to save lives, Trixie had complete forgotten that she was **in the middle of the tracks**!

The crystal-haired girl gasped in a panic at first, but Trixie calmed her mind and made a running leap at the train with her Petrospaien arm held out in front. Her crystallized limb slammed into the train car, keeping her temporarily suspended as she was carried by the train, and then pulled her body back so that she would flip on top of the subway roof. Kevin gnashed his teeth as he watched Trixie being carried away by the train after ruining his plans.

"You know what, forget the money," scoffed Kevin. "Time to get some priceless revenge."

Trixie was barely holding onto the edge of the train car since she only had strength in one arm and was flying through the tunnels at a blazing one hundred miles per hour. It was only a matter of time before her fingers finally slipped and the Human Omnitrix started bouncing from car to car. Just as she was about to fly over the third car, Trixie willed her hand to become a pointed blade like the one Ben often used as Diamondhead and stabbed her weapon through the train's roof. Her bladed hand ripped through a few feet of the metal before she finally stopped moving; she could hear the passengers screaming inside.

"I am going to be in so much trouble for this," groaned Trixie.

* * *

" ** _And expect heavy delays on the uptown subway lines through fifty-first street,_** " the Rust Bucket's radio told the Tennyson family as they drove through the exact area where Trixie and Kevin were. " ** _There have been reports of…honestly I don't know what to call it. Just weird things have been happening down there, like something out of a sci-fi movie._** "

"That's gotta be Trixie," said Ben urgently. "Grandpa!"

"Go get her, Ben!" said Max. "We'll be right behind you!"

Ben nodded in agreement as he unbuckled himself from the seat and ran to the back of the Rust Bucket. He wasted little time activating the Omnitrix's core and took less than a minute to find the specific alien he was looking for before slamming the core down. The Omnitrix must have somehow sensed Ben's desperation and complied with his wishes, because when the green light faded away, Jetray stood crouched in the middle of the RV.

"I'm going on ahead!" said Jetray.

"Be careful!" warned Gwen.

The Aerophibian opened the Rust Bucket door while it was still in motion, causing much of the oncoming traffic to swerve out of the way, and took off into the skies.

* * *

Back aboard the subway train, Trixie had been able to maintain her hold on the car's rooftop until her luck (and time) finally ran out. Trixie hadn't realized that it had already been ten minutes since she had transformed and stared at her arm despairingly as it returned to flesh and bone while her hair went limp around her shoulders.

"Now I know how Benjamin feels!" Trixie screamed, clinging to the surface of the train for dear life just as the train exited the tunnel. "I – can't – hold out. Ooh, I can't believe I'm saying this…but I wish Benjamin were here!"

"Your wish is my command!"

Trixie gasped and looked to the sky, spying a familiar red and yellow manta-like alien swooping down.

"Benjamin!" cried Trixie, happy to see him for the first time since this morning.

"I've got you!" said Jetray.

The aerophibian glided alongside the train until he was soaring side-by-side with his green-haired partner, which was fairly difficult considering the wind speeds around the train were doing a good job trying to throw him off course. It took some careful maneuvering around the trains slipstream, but Jetray managed to raise himself over the speeding train until he was on top of Trixie and cautiously pried the girl off with his small hands. He flipped the small girl around and held her close to his thin chest, wrapping one of his wings around her like a security blanket, before he finally pulled away from the train. Now that he had the piece of mind knowing that Trixie was safe, the aerophibian stared down at the small girl and noticed the faraway look in her eyes.

"Trixie…," Jetray spoke cautiously. "Are you okay?"

"I screwed up, Benjamin…," Trixie murmured in a small, defeated voice. "I screwed up so bad."

* * *

Jetray managed to find the Rust Bucket parked on the side of the road in uptown Brooklyn and returned safely with Trixie in tow – and, of course, no New Yorker even spareed a glance at the giant, talking manta ray alien like it was an everyday occurrence. Trixie officially decided she hated New York.

The green-haired girl took a seat on the edge of the bench while Maxwell stood over her, giving her a well-deserved scolding and Ben and Gwen could only look on with sympathy for the poor alien girl.

"I honestly don't know what to say to you, Trixie," said Max harshly. "This is the kind of thing I would expect from Ben and Gwen – " the Tennysons voiced their complaints, but Max held up a hand to silence them " – but this coming from you? You've always been so polite and responsible. I just can't imagine why you would go along with any of it."

"It's because I'm always so responsible that I wanted to do it," said Trixie honestly. "Every day, it feels like I always have to be the grown-up and do the right thing. I may be the sentient thoughts of the Omnitrix, but biologically speaking, I was just 'born' a few weeks ago when you three found me in Yosemite. I just thought for once I wanted to stop being responsible and just do something I wanted to do for a change….I just wanted to be a kid."

The Rust Bucket became uncomfortably silent. Max's fierce look usually reserved for punishment softened sadly while Ben and Gwen shared guilty looks. It had suddenly dawned on everyone that they had seen Trixie as some wise, all-knowing alien encyclopedia that they forgotten that she was still only a child in both a physical and emotional sense.

"I'm…sorry…if we made you feel that way, Trixie," Max apologized. "But even still, you should have known what you were doing was wrong."

"I do know," Trixie admitted with a nod. "And I also know that Kevin is probably misusing the Petrosapien DNA he absorbed from me right now."

"Trixie's right," Gwen, more than happy to move on to a less uncomfortably subject. "There's no telling what he might do now."

"Okay, so where is he?" Max asked Trixie.

Trixie tilted her head and silently thought for a moment, trying to remember every detail about Kevin she had known from today. From all of their interactions, she knew that Kevin liked to take things for himself and he didn't like listening to authority. She knew that with his new powers, he could take whatever he wanted...or settle an old score with some thugs who were constantly harassing him. And Kevin just so happened to mention where their hideout was in passing.

"I think I know," said Trixie.

* * *

The 39th street was the source of many rumbles and crashes echoing in the nearly abandoned downtown neighborhood. The street gang that had harassed Kevin and Trixie had got their whole group together and had been making plans on how to get them back…until the ground was ripped open my many crystal spikes that destroyed what little property they had left. The gang members started whimpering like wounded dogs as a familiar half-boy, half-Petrosapien casually walked under the bridge, shooting crystal shards from his fingers.

"Uh, Kevin, we can work this out!" the leader pleaded desperately.

"I don't think so…," said Kevin threatening as he extended his hand into a blade.

* * *

If there was one thing that Trixie hated more than New York people, it was New York traffic. Nearly every street in the entire borough was jammed with back-to-back traffic with no sign of anyone moving over the last ten minutes. And worst of all were the morons who thought honking their horns would actually help…which was why Trixie had her face her hands when Maxwell repeatedly slammed his hand on the horn.

"Move it! Move it!" screamed Max impatiently.

"I'll go Jetray again," Ben suggested as he activated the Omnitrix core again. "I'll meet you all at the 39th street bridge."

"Hold it, Benjamin," Trixie interjected before the boy could slam the core down. The young Tennyson boy stared as she walked to the back of the Rust Bucket and stood in front of the door. "Kevin is my responsibility. I'm the one who gave him his powers, even if it was against my wishes. If anyone is going to stop him, it's going to be me. **Accessing Citracayah sequence!** "

Her hair changed to streaks of black and blue with two strands sticking out of the side as they usually did, but now she had the addition of black fur running down her arms and ending in a pair of spiked, blue glove-like claws – another part of her evolution. Trixie pushed the door open, but had a little difficulty getting out since there was another car directly outside. After taking a care moment to consider her opinions…Trixie decided not to be considerate and shoved the door open as far as it could while scraping the paint off the other car. And once she was finally out of the RV, she took off in a blue blur of speed.

* * *

After Kevin was through smashing everything in their hangout, the mutated boy laughed in the street gang's faces now that he had them pinned underneath a large drainage pipe.

"So much for your gang!" Kevin spat mockingly. Just as he was beginning to consider petrifying them on crystal, her Petrosapien parts suddenly shattered and turned to dust on the ground. "Wha? What's going on?"

"You drained my powers, so therefore you also drained my limitations," Trixie zoomed in and informed the boy. "You can merge with alien DNA, but you can only use it for ten minutes at a time."

"Then it looks like you're going to give me some more, Trix!" said Kevin sternly.

"Not happening," said Trixie, crossing her arms defiantly.

"You don't have a choice," Kevin stated-matter-of-factly. With whatever energy he had left in his body, Kevin generated a load of electricity around his hands and held it over the heads of the street gang members. "I've still got enough juice to fry these guys."

He was true to his word – Kevin was about to release the energy he had stored up to incinerate the street gang when Trixie came up from behind and locksed his arms into a Full Nelson, forcing him to shoot the energy at the bridge. But this was exactly what Kevin was hoping for.

The devious energy siphon slapped his hands on top of Trixie's and started to drain the girl of her alien's DNA, cackling wickedly as his body started to mutate to accommodate his new form. His flesh looked like a mangled mixture of blue and blacks with mismatched muscles bulging around his hands and legs, fur growing in patches around his body, and only the right side of his face had the Citrakayah markings around the eye, making him look even more deformed with his mismatched eyes.

Fast-Kevin cackled wickedly at the feeling of new power coursing through his veins as he grinned over his shoulder, staring Trixie straight in the eye. Before Citrakayah-Trixie could react, Fast-Kevin used his newfound speed to zip backwards until they slammed into the bridge wall, sandwiching Trixie in the middle.

The Human Omnitrix unwillingly released her hold, giving Kevin the chance to spin around and drill her across the face with a punch that must have gone fifty miles an hour. Trixie shot down the narrow waterway, hit her shoulder on broken television that had no business being there, and slid on her front the rest of the way. The shapeshifting girl groaned as she pushed herself up again and gave Kevin a hard stare as he casually walked her way with a look of superiority, cracking his knuckles menacingly.

"Ooh, this is gonna be real fun!" cackled Kevin.

"This doesn't have to be this way, Kevin," said Trixie, her voice betraying no emotion. "You haven't gone too far yet. There's still time to turn back."

"You know, I'm real sick of your goody two-shoes act," Kevin scoffed. He zipped forward and Trixie rushed ahead at the same time, meeting in the middle with their hands grappling each other. "I'm gonna take all your alien powers!"

Trixie managed to briefly get the upper hand on the boy by kicking him in the stomach and causing him to double over, but Kevin recovered fast with a striking uppercut that knocked Trixie off balance followed by a sweeping kick that dropped her on her back. Kevin brought his foot up to slam it down over Trixie's head, but the shapeshifting girl quickly spun out of his reach and flipped around with her own sweeping kick to Kevin's shins, bringing him to a kneeling stance. Trixie tried throwing a punch for his face, but the boy effortlessly caught the knuckle in his hands, flashes a smug grin, and then pulled her in.

While the two part-humans are duking it out for dominance, the Rust Bucket arrived just in time to see Trixie as she pushed off Kevin and kicked him into the narrow city waterway. The Tennysons exited the RV and started climbing down to the area below as Kevin pounced out of the water, picked Trixie up by the front of her shirt, and zipped her to the opposite side of the area to smash her into the stone wall. Ben's hand twitched towards the Omnitrix, but he refrained himself from using it. Trixie said that she wanted to handle Kevin herself, so he would respect her wishes (especially after he was a huge jerk to her this morning).

Ben continued watching Trixie as she gave Kevin a quick kick in the chin, twisted his arm around, and carried him into one of the bridge support pillars when Gwen tapped him on the shoulder. She didn't say any words (not wanting Kevin to know they were there) and gestured over her shoulder to the wreckage underneath the bridge. Ben saw the street gang lying helplessly under the broken pipe and nodded in silent agreement with his cousin. With a little help from all the Tennysons, they manage the move the pipe just enough for all of the gang members to crawl out of.

"Moving day," said Max. "Get out."

But back in the fight, Kevin switched positions with Trixie and slammed her face into the bridge support beam. Trixie tried to push herself free, but she could feel her connection with the Omnitrix starting to wane and it would only be a few seconds before she was powerless. She needed to make one last move.

Trixie stomped her foot on top of Kevin's, cause the mutant boy to howl in pain and provided an opening for Trixie to bash her knuckles across his face. Kevin slid backwards by several feet, shaking his head to relieve some of the disorientation, when he realized that Trixie was…running away?

"Hey, where you going?" yelled Kevin. "You running away like a coward?"

"Not running away! Building momentum!"

The voice came up from behind Kevin, making the mutated boy spin around and realize too late what Trixie's plan had been. Knowing that she couldn't beat him in direct combat, Trixie had took advantage of Kevin's daze to zip down three city block before looping around back at the bridge, building up her speed as she went along. Trixie gathered up all the momentum she had collected in her fist and grounded her foot in a forced attempt to stop until she was only within a few feet of Kevin's face. The mutant had no chance of defending himself and accept the megaton punch. The force of the punch lifted Kevin off the ground and threw him across the waterway like a speeding bullet into one of the bridge's support pillars, cracking the cement in half and burying him underneath it.

Kevin crawled out from underneath the concrete pile like a cockroach, dazed and weakened as he looked up pleading to Trixie, who had reverted back to her human form.

"All right, all right, I give, I give, I'm sorry!" Kevin pleaded. "Please, just…lighten up."

"I trusted you, Kevin," said Trixie sadly. "I thought you were my friend. But in the end, you just took advantage of me."

"I guess I went too wild with power," said Kevin, bowing his head remorsefully. "I don't have anyone else like you to help me."

"Then let me help you, Kevin," said Trixie, sounding hopeful as she approached him. "We can still be friends. I could help teach you how to use your powers properly. You could do so much good for the world. And more importantly, you wouldn't have to be alone anymore. You would have people who would trust and like you for who you are, not for what you can do." She offered her hand, smiling softly. "What do you say?"

"I say…," Kevin said slowly as he took her hand…and then dragged her down closer so that he could pin her to the ground. "you are such an idiot! Did your alien mommy drop you on your head when you were a little baby! I can't believe you actually bought that friendship bull!"

"Leave her alone!" shouted Ben, running to Trixie's aid.

"Pipe down, squirt!" snapped Kevin as he effortlessly kicked Ben away. "Now give me that power!"

He slapped both hands on either side of Trixie's face and started draining her energy at maximum power. Just like the first time, Trixie felt like every cell in her body was being electrified, but this was something different – it made her feel powerful instead of weak. Kevin seemed to sense this as well because of the painful expression on his face as he tried to force the energy out of her. Neither one was sure what happened afterwards, but there was this bright glow of green energy flaring around Trixie's body before it exploded outwards.

Trixie was thrown back across the ground, but was graciously caught by Ben, who offered her a friendly smile. Meanwhile, Kevin was thrown clean across the area and smashed through another pillar. With the loss of that second support structure, the entire bridge started to collapse on top of their heads and the Tennysons made a break for safety (Ben and Gwen were helping Trixie by offering their shoulders).

When the dust had settled, they managed to spot Kevin on the opposite end of the waterway in human form. The mutant boy seemed to be looking at his hands, trying to find something that was no longer there, and screamed.

"NOOO! You'll pay for this, Trix! You'll pay!"

And with that final statement, Kevin run off into the night.

* * *

The next morning, the Tennysons were finally leaving New York City for good (and Trixie could honestly say that she wasn't going to miss the place). There was a stillness in the air that made everyone afraid to speak, but Trixie could tell that the Tennysons were glancing in her direction when they thought she wasn't looking. Max was constantly checking the rearview mirror, Gwen made occasional glances over her seat, and Ben was sitting across from her at the table, so it was hard for him not to look at her. And it wasn't that she didn't appreciate their concern, but Trixie really didn't feel like talking to them after everything that happened, choosing to stare out the window and let her mind wander.

"So…I never got to apologize for what I said," Ben spoke up, feeling a little awkward. "It wasn't right for me to say stuff like that because I was angry. I'm sorry."

"You really hurt me, Benjamin," said Trixie coolly, still looking out the window. "If there's one thing this whole experience has taught me, it's that I shouldn't bottle up my feelings any more. I'm angry with you, Benjamin. It'll be a long time before I can learn to forgive you."

"I get it," said Ben understandingly. "But what about that Kevin guy? Why would you team up with him when you knew he was bad news."

"As much as you find it hard to believe, Kevin and I are very much alike," said Trixie solemnly. "If you three hadn't found me, I might have ended up just like him – maybe even worse. That's why I have to believe that there is still some good in him somewhere. I just hope that one day, he figures it out for himself."

* * *

Meanwhile, in Kevin's abandoned subway home, the boy in question sat in the middle of the dark staring down at his own hand.

"If they thought I was a freak before," said Kevin in a slow, meaningful way as his hand suddenly caught fire. "Just wait until they see me now."

His wicked cackles echoed in the underground.

* * *

 **For those of you who might be worried, relax, Kevin and Trixie are not going to end up together – all canon pairing will remain the same, which means Trixie and Ben are not getting together either, but that's mostly because Trixie has different…preferences. Trixie sees Kevin as companion who can understand her in a way that neither Ben, Gwen, or Max could and wants to believe that he could be a good person even when the rest of the world thinks of him as a monster. Trixie is going to be directly tied into every Kevin-related events, so expect a lot of Trixie-centric chapters whenever he comes up.**

 **Next episode: Skaath**


	9. Skaath

**Episode 9: Skaath**

Cetanu stood stalwart on the bridge of the Chimerian Hammer overseeing the work of the drone workers while her pet Xenomorph slithered between the consoles, ready to dispose of anyone that displeased its master. In the few collection of Earth cycles since her defeat at the hands of the children with the Omnitrix, Cetanu had been taken to studying them from afar, learning all that she could from the various reports of aliens suddenly appearing all over the planet. So far, all that she had learned was that the boy had a thing for heroics, always appearing whenever trouble arose and tended to stop briefly to suck in the glory. A waste of power, Cetanu mused. Were it in her hands, she would have used the Omnitrix for something worthwhile like hunting the most powerful beings in the universe – maybe even a Celestialsapien…yes, that would be a grand prize indeed.

The Yautja warrior was broken from her thoughts when one of the consoles started beeping.

"We are being hailed by an incoming ship," one of the drones reported. "The transmission appears to be coming from…Lord Skaath. I shall patch him through."

"No, don't!" Cetanu hissed warningly, but it was too late.

" ** _Hey there, sis,_** " a deep, growling voice came from the speakers. " ** _Did you miss us?_** "

"About as much as Rodoterran plague," said Cetanu tersely. "What are you doing in this system, Skaath? It is very foolish to show yourself in father's presence after your blunder on Encephalonus IV cost us the Omnitrix."

" ** _You're one to talk about blunders, sister_** ," said Skaath amusingly. " ** _From what we heard, you were defeated by an elder and a group of younglings. We actually ended up hearing about it from a diner on the edge of the galaxy. You're a laughingstock – not that you haven't always been._** "

"What do you want?" roared Cetanu.

" ** _We came to get on father's good side again and retrieve the Omnitrix ourselves,_** " said Skaath. " ** _Once we bring the Omnitrix to father, then we will be his favorite and you will be thrown into this system's star._** "

"You? Retrieve the Omnitrix?" Cetanu scoffed, crossing her arms. "You might be able to find the Omnitrix, but retrieving it is another matter entirely. The boy that possesses the Omnitrix is an opponent of extreme danger and inspiring brilliance."

* * *

The dangerous and inspiringly brilliant wielder of the Omnitrix was slouching through the aisle of the gas station grocery store when his stomach made a loud gurgling noise.

"Man, I'm starved," groaned Ben. "I haven't eaten anything in like…an hour."

He looked around for something that would satisfy his dietary needs when his eyes fell on the tower of perfectly stacked cookie boxes on his right. He happily walked over and took one of the boxes for himself…and of course he failed to take into account that taking one of the boxes on the lowest section of the tower would cause the whole thing to collapse sideways. And as to be expected from the recurring theme, Gwen ended up getting buried underneath the mountain of cookies when all she wanted was to read her magazine in peace. The redheaded girl shot up out of the cookie pile with a deep frown while her dweeb of a cousin was grinning from ear-to-ear.

"Smooth move, Tennyson," said Gwen sarcastically.

Ben and Gwen walked out of the market a few minutes later (Gwen was thankful the store clerk didn't make them have to clean up Ben's mess) and found Max and Trixie hanging around the back of the Rust Bucket.

After driving the Rust Bucket across the country for weeks without stopping to wash it, the dust and grime started to accumulate around the RV until it got to the point where no one could see through the windows and finally forced the elder Tennyson to give it a good cleaning. Trixie decided to help Max clean up, partly because it gave her something meaningful to do during their short stop, and partly because she didn't want to be around Ben for a while.

It had been a few days since they had left New York, but Trixie was still adamant on being angry with the Omnitrix wielder after he hurt her feelings. Ben, for his part, felt really guilty about the whole thing and tried to make up for it, but Trixie was determined to keep her frustration towards the young Tennyson boy until she decided he was ready to be forgiven.

Trixie had just finished scrubbing the bumper while Max was wiping off the paneling when she moved to clean up the dusty windows. Before she touched the glass with her soapy rag, Trixie paused for a moment and then came up with a better idea. With a mischievous smirk, Trixie took her finger and wrote **WASH ME** in the dust with a frowny face – a little weak for a prank, but Trixie was still learning how to be a kid. Max chuckled as he wiped away the dust graffiti.

"Nice artwork, Trixie," Max complimented.

"Well, you know, it makes a statement," said Trixie playfully.

Then all of a sudden, an armored truck that happened to be sitting across the street with nobody watching it was suddenly blasted from behind by a large laser beam that blew its metallic doors of the hinges and set the vehicle aflame.

"No, that's a statement," said Gwen fretfully.

As the dust started to settle around the abandoned armored car with its immense load of money (Seriously, who leaves behind an armored car full of money?), the attackers stepped forward and revealed themselves. There were three of them armed with laser weapons that seemed a little too advanced to be developed by a bunch of street thugs. They were all dressed like stereotypical bikers with tattered jeans and shirts and the spiky leather jackets with the skull patches on their arms. Their faces were concealed by full-visor biker helmets that had been decorated to suit their tastes with spray-on faces, eyes, and more spikes.

While their accomplices ran into the broke down armored truck to retrieve the money, the leader turned to the Tennysons and quite possibly leered at them.

"What're you looking at?" said the leader rudely as they turned their laser on the family.

"Kids, get back!" shouted Max, pushing Ben and the others behind the RV.

The biker leader shot a single blast from her laser at the older man, but Max managed to dive out of the way and the beam hit the gas station pillar behind him, leaving a massive hole in the concrete. Unfortunately, Max had thrown himself in the wrong direction and had left himself completely exposed.

"I gotta get grandpa out of there," said Ben hurriedly as he activated the Omnitrix's core.

"Since they are using laser energy weapons," said Trixie, "I would recommend the Petrosapien to deflect their energy beams."

"Got it," said Ben, more than accepting of Trixie's recommendation as he turned the dial to Diamondhead. He slammed the core down, but when the green light subsided, it wasn't Diamondhead that was standing there, but Rath instead. "Aw, are you kidding me! Let me tell you something, Omnitrix! Rath is not amused with you not letting Rath choose the alien that Rath wants!"

Back with the armored car, the leader's two lackeys finally come out with their arms loaded with bags of money when they felt a tremor of the ground. They turned their heads and spotted the Appoplexian down the street raising both of his fists before he slammed them into the ground. The fissure he created knocked all three of the bikers off their feet and on their backs. With the biker gang momentarily hindered, Rath turned to his family and yelled:

"Let me tell you something, Grandpa Max, Gwendolyn, and Trixie the Omnitrix! Rath wants you to run away so that Rath can – "

The Appoplexians, as it turned out, had a very obvious weakness of talking too much because Rath failed to notice that one of the biker members had gotten back up and blasted him in the chest, sending him flying backwards into another gas station pillar. The gang members fired another shot at Rath while the tiger alien was getting baack up, but the Appoplexian quickly turned his shoulder and ducked out of the way. Unfortunately, the blast melted through the gas pump that was standing **directly behind him.**

With the heat of the laser igniting the fuel inside the pump, a massive explosion roared through the gas station that nearly knocked Trixie and the Tennysons off their feet.

"Benjamin!" screamed Trixie in terror.

The was a long moment of silence as everyone stood their ground – the Tennysons took cover behind the Rust Bucket and the biker gang formed a line with their laser weapons ready to shoot. Smoke started to climb towards the sky…and Rath jumped from the haze with a furious tiger roar.

The biker gang tried to shoot Rath out of the air, but their panic caused them to lose aim and completely miss every shot before the Appoplexian landed between them and slammed his fist into the ground. The biker gang members were thrown in opposite directions – the leader's helmet cracked when they face-planted into the street while their lackeys were slammed into the armored truck.

The followers started to slump down the metal plated vehicle until Rath jumped forward and lifted them by their helmet. Rath held them suspended off the ground by a few feet until gravity pulled the gang members down and dropped them on their butts. Now that the Appoplexian had a good look at them, he gasped in shock.

"You're…all women," Rath gaped at unmasked bikers. "Well, let me tell you something, biker ladies! Rath feels conflicted about hitting ladies!"

Though very chivalrous, it didn't stop the leader from coming up behind the Appoplexian and blasting him in the back. Now that her helmet was gone, the leader was very much a woman like her flunkies that had taken a gothic style with multiple ear piercings and short hair she had dyed maroon. When Rath hit the street, the leader walked around and grinned smugly at the tiger man.

"Well, isn't that sweet," said the leader sarcastically.

"What're you waiting for?" Gwen complained. "Clobber her!"

"But she's a girl!" Rath shouted back. "I can't hit a girl!"

"From my observation of human women," said Trixie knowingly, "they are always complaining about being treated as equals to males. I would think that includes getting their butts kick."

"…Rath is over his conflicted feelings!" shouted Rath, jumping up and towering over the biker leader. "Let me tell you something, Biker lady! Rath is about to bring the pain!"

The Appoplexian marched menacingly at the maroon-haired women, who actually lookedscared now that she was coming face-to-face with the massive tiger monster. Rath leaned forward and growled in the leaders face…when a blur of motion suddenly fell from the sky and smashed on top of what was left of the armored car.

Rath and the biker leader momentarily forgot their own battle and turned their attention to the crash site that was covered in massive plumes of smoke. The street was still for a moment…and then a thick chord of red and black ooze-like substance suddenly whipped across the air, smacked Rath across the face, and threw him into the side of the Rust Bucket, leaving a huge dent in the metal. The biker leader, who had ducked her head just in time to avoid the whip, looked up at the creature that emerged from the wreckage of the bank truck.

The alien was an Appoplexian just like Rath, but it looked like it had been thoroughly dipped in black and red goop that seemed to be constantly shifting around its body and was partially dripping on the ground like wet paint. It eyes were hollowed out like dark pits, a couple strands of the goop connected the top and bottom lips of its mouth, and it's had two long tentacles wiggling out of its shoulders.

As the goop-covered Appoplexian took a step closer toward Rath, it inadvertently crushed a small pile of money that the biker women had dropped during the fight, and the leader wasn't too happy about that.

"Hey, this is my heist!" the leader snapped at the mucky monster. She picked up her gun and turned to her crew. "Let's burn this freak!"

"Uh-uh, no way!" the first flunky rejected.

"You're on your own, Rojo," said the second flunky before they both ran away.

"Traitors!" yelled Rojo irritably.

Meanwhile, Rath was shaking his head as he stood up, leaning on the Rust Bucket to support himself, when the goop-covered Appoplexian suddenly lashed its tentacles and constricted them around Rath's wrists. The goop-covered Appoplexian laughed mockingly as he flung Rath into the air, slammed him back on the ground, lifted him again, and brought him back down again. The goop-covered Appoplexian twisted its body around and flicked Rath into the wall across the street, smashing the brick and mortar around him.

"This is the great wielder of the Omnirix," hissed the goop-covered Appoplexian. "We gotta say, we're really disappointed. Cetanu made you out to be some kind of great warrior. Looks like she overcompensated."

"Let me tell you something, freaky alien ooze monster guy!" Rath screamed as he stood up. "I have no idea who you are or what you're talking about!"

"How rude of us," said the goop-covered Appoplexian. "We forgot to introduce ourselves. Our name is Skaath and we're here to take the Omnitrix away."

"Over my dead body!" yelled Rath.

"Ooh, there's an idea," said Skaath delightfully.

Rath growled in irritation, charged headlong into his goop-covered doppelganger, and started punching the adversary relentlessly. Skaath cackled openly as he took Rath's punches; the goop somehow absorbed the blows and bounced off like he was made of some kind of spongy material. Then after Rath threw another punch and tried to pull his fist back, he became aware that his hand was now stuck inside the black and red ooze. The Appoplexian tugged back as hard as he could, but his goop-covered counterpart had him locked tight. With a menacing chuckle, Skaath expelled a flood of goop from his chest and shot Rath back to the gas station, dropping him on the ground next to the Rust Bucket.

"Ooh, that smarts," groaned Rath. "What's this guy made of?"

"His body type distinctly classifies him as an Appoplexian," said Trixie knowingly, "but that substance on his body is classified as a Klyntar."

"A what?" asked Rath dimly.

"Your arachnid-themed hero calls them Symbiotes," answered Trixie. "Without going into too much detail, they're a parasite that latch on to its host and slowly take control of their minds. They have only two distinct weaknesses: intense heat and loud noises."

"Well, that should be easy," said Gwen sarcastically. "Ben already has a big mouth."

Rath opened his mouth to retort, but was cut off when the Symbiote's tentacle ensnared his throat and dragged him back into the fight.

But while Rath and the Symbiote-controlled Appoplexian were beating each other senseless in the middle of the street, everyone seemed to have forgotten about Rojo.

The biker gang leader started walking up to the battling tiger monsters and charged up her laser when Max suddenly noticed her out of the corner of his eye. The elderly Tennyson man started looking around for something he could use and found a discarded tire from the armored truck lying on the ground. He quickly snatched it up and threw it at Rojo's back just before she pulled the trigger, making her shot go wild and miss Ben and Skaath by a mile.

"You leave them alone," said Max in a warning tone.

"You really shouldn't have done that, old timer," Rojo sneered.

She quickly bounced back to her feet, turned her laser cannon on Max, and shot him. The elderly Tennyson only managed to duck out of the way in time, but Rojo's wild shot sliced through what remained of the gas station's support beam and brought the entire thing down. Large chunks of debris landed on top of Max, half-burying him in front of Gwen and Trixie.

"Grandpa!" Gwen screamed.

"Maxwell!" Trixie yelped in fright.

"No!" Rath shouted once he realized what happened.

Skaath took advantage of Rath's distraction, lashed its tentacles around Rath arms again, and started to drag the Appoplexian closer. But Rath was no longer in a mood to fight the Symbiote. The Appoplexian twisted his hands around to grapple the Symbiote's goop, took a deep breath, and exhaled a tremendous roar that sounded closer to the screeching of a jet engine; nearly every window on the street shattered at the noise.

Skaath shrieked and held its head as if he was suffering great amounts of pain before the Symbiote slowly started to break apart, revealing the unconscious Appoplexian underneath. Rath pulled at the Symbiote's tentacles with a great amount of effort to rip off the rest of Skaath, freeing the Appoplexian and dropping him unconsciously in the middle of the street.

With the goop practically lifeless in his hands, Rath spun around and threw the Symbiote remains straight at Rojo. The biker gang leader had no time to realize what had happened before she was splattered with the Symbiote goop and fell unconscious in a puddle of black and red ooze.

Now that both crises were averted, Rath stomped back to the gas station as Trixie pulled Grandpa Max out of the debris using her Petrosapien arm.

"We need to get him to a medical facility," said Trixie, concern evident on her face.

"I'm calling 911!" said Gwen, nearly fumbling with her cell phone.

"No time!" shouted Rath. The Appoplexian gently pulled her grandfather into one of his massive arms, cradling him against his chest, and picked up the two girls to pull them on his shoulder. "Hospital's up the street!"

Rath leaped forward with all the muscles in his legs and crossed a great distance before landing and hopping again out of sight, completely forgetting that they had left Rojo alone.

The biker gang leader groaned as she sat up and rubbed her throbbing forehead that felt like it was being repeatedly beaten like a drum. When she pulled her hand back, she realized that she was covered in the black and red goop that the Appoplexian had been wearing.

"Ugh, that's so gross," Rojo grimaced as she tried to shake the goop off her hand. "What the heck is this stuff?"

She leaned forward to take a closer look at the goop…when it suddenly came to life and latched onto her face. Rojo's screams were muffled underneath the goop as she tried to rip the slime off, but the Symbiote was persistent and refused to release its latest pray as it swiftly started to envelope Rojo's entire body.

Once it had completely covered the human woman, the Symbiote began to mold its form to make it more suitable for its newest host. Unlike the Apopplexian that had been a huge mess to wear, this human seemed to be…cleaner, sleeker, and easier to meld with that any host it had merged with across the galaxy. It was…interesting. Unfortunately, the police had to show up just as the Symbiote was starting to get a feel for its new body.

"This is the police!" shouted one of the officer as he stepped out of the car and raised his weapon. "Hands where we can see them!"

Rojo slowly turned around…and revealed her new appearance. Rather than completely smothering her as it did the Appoplexian, Skaath had taken the form of a sleek black body suit with the red portions forming into a pair of bone-styled combat boots with a matching pair of bone-styled gauntlets, and bright-red skull stamped across her chest. The black portions of the body suit had climbed up her neck and formed black stripes on her chin and her normally hazel eye had become bright-red with black sclera surrounding it.

The police look to one another, neither one really knowing what to do. But Rojo did.

"I already did my time," Rojo scoffed. She lifted one of her hands and mentally commanded the fingered to meld together and form a massive battle axe. "Time you guys pay."

She sliced the battle axe across the air as her arm stretched, effortlessly slashing through the police cars like a hot knife through butter and watching them explode. With the cops dealt with, Rojo collected her bag of money and cackled excitedly.

"Oh, this is gonna be a blast!"

* * *

Thanks to Ben's help, they managed to make it to the nearby hospital in time (and the Omnitrix thankfully timed out before they got through the door). After nearly an hour of waiting, the doctor had finally gotten back to the children about Max, who was sleeping soundly in his hospital bed, his head wrapped thoroughly in bandages and his broken leg propped up. It was painful to see a man who had always seemed so strong at the most difficult of times look so weak and helpless.

"Your grandfather suffered a severe concussion," said the doctor. "He'll be out for several more hours. He also has several lacerations and a broken leg."

"He's…gonna be okay, right?" Ben seemed hesitant to ask as if expecting the worst.

"For a man his age, he's remarkably strong," said the doctor on a brighter note. "He'll be fine after some rest. Now it says on his admittance form that he was hit by a car bumper. Did someone back into him?"

"It would be more accurate to say that the bumper flew through the air after the Appoplexian blew up the car," said Trixie nonchalantly, much to Gwen and Ben's dismay. "But it wasn't his fault. He was being controlled by a Klyntar. It happens to the best of us."

"…Vivid imaginations are coping mechanisms in situations like these," said the doctor kindly, patting her gently on the shoulder.

"Say what now?" asked Trixie, raising her brow as if questioning the doctor's sanity.

The whole time, Ben was staring at his grandfather from across the room, a pool of guilt bubbling in his stomach.

* * *

And while Team Tennyson was licking their wounds, Rojo decided to go on a little shopping spree.

Her first stop was at the local jewelry store where she had hoped to upgrade her accessories – maybe some diamond-stubbed earrings or a new necklace with gemstones of every color of the rainbow. Security naturally tried to get in her way, but the Klyntar-infused biker women dispatched them easily with her new powers, even had a little fun smacking them together for giggles before throwing them out the window. The other patrons ran and Rojo was now free to view the merchandise at her leisure.

She saw a particular display of the fanciest looking rings and smashed the glass with her fist. But when Rojo grabbed a handful of the priceless gems, she forgotten her own strength and crushed the jewels into a fine, glittering powder.

"What? No!" Rojo roared, throwing the powder. "They're worthless now! How'm I supposed to get a big score if I just end up breaking everything?"

" ** _Are you really just satisfied with paper currency and sparkly baubles?_** " a voiced hissed in Rojo's ear; it was soft and chilling.

"Wha – who said that?" Rojo yelped. She spun around looking for the voice, but only saw an empty store. "Whoever you are, you better come out or I'll – "

" ** _We're not hiding_** ," the voice hissed. " ** _We're right in front of you, or more specifically, inside you._** "

Before Rojo could comment on the remark (which was taken WAY out of context), the room suddenly shifted before her eyes. The walls, floors, and ceilings blended together in a space of black and red material that seemed to throbbed and pulse as if it were alive. Rojo spun around helplessly in the strange void until something started to rise up from the unknown mass. It took the shape of a head with gaping mouth that had jagged edges as if representing teeth and two white marks that represented its eyes.

" ** _We are Skaath_** ," hissed Skaath. " ** _We are Sons of Vilgax and we have now become bonded with you, Rojo. Yes, we have never felt such a stronger bond than with you. It is as if we were meant to be joined. That means Rojo shall work with us to help us accomplish our goals._** "

"Forget it, freak," scoffed Rojo. "I do whatever I want, whenever I want, and nobody goes around telling me what to do."

" ** _And you waste your time on worthless trinkets,_** " Skaath retorted. " ** _We have given you power beyond your wildest dreams. But unless you know how to use it properly, it's worthless in your hands. Instead of wasting your potential with meager heists and bank robberies, you could do so much more – be so much more. If we work together, you could have unlimited power at your disposal. And when father conquers the galaxy, you will have a place in his new empire._** "

"Okay, you've got my attention," said Rojo; the concept of unlimited power was enticing.

" ** _That creature that defeated us both this morning,_** " said Skaath. " ** _The person underneath that animalistic appearance possesses a piece of valuable technology called the Omnitrix. With our senses, we could easily track it down together. So…what you do say?_** "

Rojo smirked.

* * *

"Ben, you heard the doctor," Gwen said reassuringly to her cousin as they watched their unconscious grandfather together, "he's going to be fine. He's grandpa."

"I'm worried about him," said Ben mournfully.

"I'd worry more about how some girl kicked Rath's butt," said Gwen tauntingly.

"I really don't understand how you humans can have double standards based on gender," said Trixie with her brow furrowed. "On other worlds, gender is irrelevant in social standings. Heck, female Tetramands are twice as strong and more fierce than the males. Not fighting back would be considered a cultural insult. I swear, humans are so far behind they may as well be Cro-Magnon."

"I don't care if I got my butt kicked by a girl, it's just – " Ben started, but stopped and sighed dejectedly.

The Omnitrix wielder stared at the ground for a long moment, not really looked at anything, until he finally stood up and walked out into the hallway. Gwen and Trixie shared worried glances. The green-haired girl gestured for the redhead to stay with her grandfather while she went after Ben.

Trixie closed the door behind her and found him leaning against the window looking downcast. Trixie frowned. It was very rare that she had ever seen not swaggering around arrogantly or trying to pull another one of his pranks. This was serious.

"Are you all right?" Trixie asked softly.

"No, I'm not all right," Ben admitted depressingly. "Someone I cared about got hurt again and it's all my fault."

"It wasn't your fault, Benjamin," said Trixie. "It was an accident – "

"Grandpa got hurt saving me," Ben interrupted. "You got hurt back in New York because of something stupid I said. Gwen almost got roasted alive when I first found the Omnitrix. All I ever do is hurt people….Some hero I turned out to be."

"Benjamin, you made a mistake – we all do," said Trixie soothingly as she rubbed his back. "But that doesn't make you a bad person. On the contrary, that fact that you're sorry means you have a good heart. Being a hero is not easy, Ben, and there's always going to be times when someone ends up getting caught in the crossfire. But that shouldn't stop you from being the hero I know you can be. You're not perfect, but you're doing the best you can. That's all that anyone can ask for."

"Yeah, I guess," said Ben, though he didn't sound half as assured as Trixie was. "Hey, you think if I turn into Buzzshock, I could get inside those machines he's hooked up to make him better?"

"I believe that's what you humans call 'doing a 180'," said Trixie, shaking her head. "But I'm afraid that's not how biology works, Benjamin. No machine – at least not on Earth –can make Maxwell heal faster."

"Then what if I go Ghostfreak?" asked Ben as he started fiddling with the Omnitrix. "I could meld with him or something and – Ugh, I don't know. I just wanna help him, ya know?"

The Omnitrix core activated –

* * *

\- And Rojo stood in attention.

The merged form of Rojo and Skaath overlooked the city from above as their combined senses went into overload. They could feel the energy of the Omnitrix activating. Using her newly enhanced sense of sight, Rojo focused on the nearby hospital and spotted two shadows in the window on the eighth floor. Zooming in further, she recognized the symbol of the watch matching the one on Rath's chest.

" ** _It's there_** ," hissed Skaath. " ** _The Omnitrix is close – we can practically taste it_**."

"Then let's go get your magic watch," said Rojo.

* * *

Going from sulking at the window, Ben went back to sulking at the threshold of Max's room – it certainly did not improve his mood. He walked back out into the hallway, rushed past Trixie who was sitting on a bench nearby, and kicked a poor unsuspecting trash can without any warning.

"You sure showed him what's for," said Trixie teasingly, but Ben was in no mood for jokes. "Just relax, Benjamin. Everything's going to be okay."

But Ben still showed serious doubts when he looked back at Trixie, which the green-haired girl was quick to notice…almost as quickly as she noticed the flying shadow suddenly heading straight towards them!

Trixie jumped up to her feet and tackled Ben to the floor just as Rojo and Skaath smashed their way through the widow and pounded the floor where Ben had been standing a moment ago, cracking the linoleum under their fist. Ben and Trixie flipped around and got to their feet, gaping in surprise when they recognized the woman who suddenly towered over them.

"Give us the Omnitrix," Rojo demanded.

"You want it?" Ben challenged her. "Come and get it!"

Ben quickly snatched up Trixie's wrist and pulled her along as they started running down the hallway. Rojo made a grunt of annoyance before she molded her fingers into a spear and stretched her limb at them. The children just barely made it around the corner before Rojo's bio-weapon stabbed the wall behind them, clipping a couple green strands from Trixie's hair. Rojo hissed and pulled herself forward by recoiling her arm and turned down the next hall where she spotted the two making a run for it.

Rojo held up her other arm, formed a crossbow with her hand, and fired several bolts of the substance that made up the Klyntar. Trixie and Ben weaved around a pair of worker nurses when the fused criminal started firing on them; Ben pulled one of their carts behind them to block the arrows. They raced around the corner and continue running until Ben stopped, noticing that they were passing the door to the stairwell.

"Stairs!" Ben called out.

Trixie quickly doubled back, followed Ben through the door, and both started running down the stairway.

"Benjamin, that woman was from the armored car robbery – Rojo, I think they said her name was," Trixie informed him. "It looks like she bonded with – "

"That creepy Symbiote thing," Ben concluded.

Before they could into greater discussion about Rojo and Skaath's merge, the symbiotic duo smashed the door open from above, dropping the two halves down the stairwell. They keep running until they reached the bottom, but Rojo and Skaath were not too far behind – they decided to take a shortcut by jumping straight down.

The merged duo landed on their feet with a heavy thud and spun around as the children made a run for the door. Rojo molded her hand into an axe blade again and stabbed it through the wall where the children might be, only coming within a few inches short of Ben's head. She quickly tore down the wall and walked out into the hallway as the children started making a run towards the back door.

"This is just a thought," Trixie called to Ben, "but right now might be an excellent time to go hero."

"We're in a hospital – too many people could get hurt," said Ben seriously. "We need to take this outside."

"Wow, look at you using your head," Trixie sounded genuinely impressed.

Ben and Trixie shouldered their way through the double door and ended up in the parking lot where the ambulances were kept. The pair quickly looked around for a hiding spot and decided to hide behind one of the emergency vehicles, just moments before Rojo and Skaath smashed thier way through the doors.

The symbiotic pair searched the parking lot – there weren't a whole lot of places for them to hide, so it fairly simple to deduce where they might be. But rather than just simply searching for them the boring way they – Rojo, Skaath, or both – had a better idea.

"All right, kiddies, let's play a little game," said Rojo in a sinister tone. "I could just do this the easy way and blow these trucks until I find you, but that's not nearly as fun. My new friend says you like playing hero. All Right then, Mr. Hero, let's see you try to save all these people from being crushed to death."

As Rojo turned her attention to the high cliffside overlooking the hospital, a wicked grin stretched across her lips as she extended her claws to an impossible length, reaching the way to the top and slicing her claws through the stone. Her nails shatter the rocks into dozens of humongous boulders and started a rockslide headed towards the hospital. Rojo smiled at her work and casually backed away, leaving the children with a new problem.

"Time to go Rath," said Ben.

Ben activated the Omnitrix's core, finding the Appoplexian symbol at the start, and slammed it down. But when the green energy flash passed, Trixie tilted her head up to the face of Heatblast and not Rath.

"Aw, great," Heatblast complained. "I need muscle and I get an alien candle instead." He checked back at the rocks – yep, still sliding – before quickly checking back with Trixie. "If scissors cuts paper, then fire melts rock, right?"

"I honestly do not see the comparison in analogies," said Trixie, shrugging her shoulders.

Well, since Trixie was offering no help, Heatblast just decided to go with it and blast the rockslide with a high temperature fire blast…which he was now realizing was not the best solution as the boulders now caught on fire and were still falling.

"Okay, definitely not what I had in mind," said Heatblast. "Trixie, get out of here."

The green-haired girl followed orders and made a run for it.

Since melting the boulders didn't pan out, Heatblast opted to change tactics and turn his heat on the ambulances instead. Metal, he found out, was much easier to melt than stone as he blasted each individual truck and merged them together until they formed a wall of solid, molded steel. Heatblast hopped over his reinforced wall just before the boulders him the base of the Cliffside and slammed repeatedly against the melted trucks. Much to Heatblast's relief, the melted wall held strong and diverted the flaming rocks away from the medical building.

"Hospital's safe," said Heatblast in satisfaction.

"But now the rocks are headed towards the bottom of the canyon where those construction workers are," Trixie said pointedly.

Of course the hospital had to be on a steep slope, Heatblast thought. It wasn't too far away and there were well over a dozen workers fixing the bridge that may or may not have been partially broken when Rath charged through earlier that day.

"Oh man, I hate it when you're right," Heatblast groaned.

The pyronite started running down the slope when Rojo and Skaath suddenly jumped out of nowhere and kicked Heatblast in the back, knocking him flat on the ground. Rojo extended her nails as Heatblast turned around when a stream of flames suddenly shot her in the back and grilled her into the cliffside. Heatblast looked over towards the source of the flowing fire and spotted Trixie with her hair alight with flames and the addition of glowing rocks covering her hands and forearms.

"You go on ahead!" shouted Trixie, increasing the intensity of her flames. "I'll take care of her!"

"You sure?" Heatblast asked worried.

"I told you, Klyntars are weak against high temperatures," Trixie reminded him. "I'll have them both tied up by the time you come back!"

Heatblast nodded in agreement and hopped over the road railing to take a shortcut to the construction site.

Now that Trixie was alone to focus on Rojo and Skaath, she realized that she had been blasting them with fire for a whole minute – the Klyntar must have dissolved into a puddle of goop by now and possibly charred Rojo as well. The human Omnitrix cut off her flames and moved closer to see the result of her work…only to be snatched up by her dress collar and lifted off the ground. The smoke subsided and the symbiotic duo emerged unharmed.

"What? No, that's impossible!" Trixie gasped in shock. "Unless…you're genetic structures are so compatible that you've merged on a cellular level. You're permanently bonded to one another."

"I ain't gonna complain," said Rojo with a sadistic chuckle. "Cause that means I can do this."

She pulled back her fist and it was lights out for Trixie.

* * *

Down at the bottom of the slope, the workers on the bridge finally noticed the huge pile of flaming boulders headed their way and run screaming like little girl, which was perfect for Heatblast when he showed up because it saved him a lot of explanations.

Seeing as there was no way to divert the boulder's direction like last time, Heatblast fell back on his last resort and focused his flames on the bridge itself. The road collapses and the flaming boulders fall into the river, saving the town at the expense of forcing tax payers to give up millions of dollars to build a new bridge.

Heatblast clapped his hands after a job well done and thought about heading back to see if Trixie had finished rounding up Rojo and the Klyntar until the very same duo flew down from above, lifted Heatblast off the ground, and threw him into a truck filled with sand. Not wanting to waste any more time fighting this walking candlestick, Rojo extended her hands into long blades and started slicing everything in sight as far as her arms could stretch (which was very far).

Metal vehicles and construction equipment were sliced to ribbons, chunks of asphalt and concrete were ripped up, glass windows and street lamps were broken to pieces, and even a few unfortunate citizens that were in the buildings were cut pretty bad. But Rojo didn't care about that – her attention was on the Pyronite that crawled his way out of the crater in the middle of the street, leering across the way at Symbiote-wearing criminal.

"You want me?" Heatblast challenged her. "I'm right here."

Rojo hissed in irritation and rushed headlong at the pyronite with her bladed hands extended, but Heatblast easily ducked underneath. Rojo hit the ground and rolled up next to a punctured oil tanker. She started to approach him again when she realized something: a spilled oiler tanker, a trail of oil leading up to Heatblast, and a flaming alien. Yeah, this was not going to end well.

Heatblast snapped his fingers to make a single spark that hit the oil and quickly caught fire. The flame followed the trail of oil until it reached the tanker and set off a massive explosion behind Rojo and Skaath, sending the symbiotic duo soaring over the town skyline and out of sight.

"See ya, freak show!" shouted Heatblast with a sarcastic salute.

* * *

Back at the hospital, Max had been transferred to another room after Rojo and Skaath had nearly wrecked the place. The older man was thankfully awake now and was surrounded by her grandchildren and Trixie, who was sporting a nasty bump on her head after Rojo had punched her lights out.

"When I was playing with the watch," Ben explained today's events in detail, "I must have led her right to you."

"Since they've moved me into a new room and you haven't gone alien since then, we're safe" said Max lightheartedly.

"Yeah, just for this second," said Ben depressingly. "But what about tomorrow? It's getting way too dangerous for you guys to be around me. If I didn't have the Omnitrix – "

" – then it and I would both be in the hands on the Yautja hunter or someone worse," Trixie interrupted. "Benjamin, I know you feel responsible for all the bad things that have happened – it's perfectly understandable – but you finding the Omnitrix was the best possible outcome."

"Yeah, besides it won't come off until Trixie gets her memories back," said Gwen. "There's nothing we can do about it."

"Maybe," Ben admitting mournfully. "Maybe not."

* * *

Back in the city, people were gather around the crash site where some…thing smashed on top of someone's car. And that something turned out to be Rojo and Skaath as they stood up, shaking off the shock from the explosion, and sending the civilians screaming in terror. Rojo stood still for a moment to watch them fear until she felt her mind being pulled back into the void, coming face-to-face with Skaath's mental manifestation.

" ** _That could have gone a whole lot better,_** " said Skaath. " ** _Father will not be pleased if we do not retrieve the Omnitrix, or worse, Cetanu will hold this over our heads forever._** "

"Well, this is all on you," Rojo argued with the Symbiote. "You didn't tell me that watch could turn him into a superhero. I'm done with this."

" ** _You don't have a choice!_** " Skaath hissed. " ** _What the girl said was true – we are bonded to one another. We cannot be separated. Which means if we destroy ourselves, we will take you with us._** "

"You're bluffing," Rojo called him out. "You wouldn't – "

" ** _Klyntar hold very little regard over the concept of life – especially our own,_** " said Skaath. " ** _We could destroy ourselves right now and we wouldn't hesitate. Is that enough motivation for you?_** " Rojo stayed silent. " ** _We're glad we could come to an agreement. Now this time, we shall make him come to us._** "

* * *

Max and Gwen were asleep and Trixie had gone to see the doctor about the bump on her head, which gave Ben ample time to do what he needed. After packing up the last of the snack foods he needed in his backpack, Ben took one last look at his grandfather and cousin with a saddened sigh.

"I'm doing this for you, grandpa," Ben whispered softly.

And just like that, he had rushed out of the hospital and ran as far away as his legs could carry him. He had no idea where he was going or how long it would take for him to get there – all he knew was that he had to get as far away from his family as possible, for their sake.

He must have been running for hours because by the time he arrived at his place on the bench in the park, it was already approaching dusk. The young Tennyson boy watched as a kid around his age was tossing around a football with his grandfather; the sharp pain in his chest was very real.

"I'm glad we can spend the summer together, grandpa," said the kid, hugging his grandfather.

Okay, that was so unfair.

Ben hanged his head in depression when he suddenly felt something cold press against the back of his neck and made his jump up suddenly. The Omnitrix wielder stared open-mouthed as he was offered a can of soda by Trixie, who was taking a sip of her own.

"Figured you could use a bit of carbonated beverage," said Trixie when Ben finally took the can from her and sat down on the bench. "Mmm, bubbly."

"What are you doing here?" asked Ben suspiciously.

"Please, did you really think I wouldn't notice you trying to sneak off after what happened today?" Trixie scoffed at him. "As scary as it sound, I know you too well, Benjamin. You feel responsible for all the accidents that happened and figure the only way to spare your family is to no longer be around them. But do you really think just running off on your own is going to make them feel any better?"

"At least they'll be safe," argued Ben. "You should stay away from me too."

"Benjamin, I am a part of the Omnitrix," Trixie stated the obvious. "I was literally created for getting into trouble."

" ** _Reports say that the armored assailant has incredible firepower,_** " a nearby radio reported, drawing Ben and Trixie's attention, " ** _and has blown up several police barricades before arriving at the police academy training center just outside of Albuquerque._** "

"Rojo," said Trixie simply.

Ben's brow furrowed, throwing his unopened soda on the ground before making his way out.

* * *

Never in her wildest dreams did Rojo ever think she would be walking toward the police after she spent so many years running away from them, but she also never would have imagined that she would end up fused with some alien slime that gave her super powers.

The few dozen cops that tried to get in her way were effortlessly taken down by one or two swipes on her organic weaponry and her thick dermal armor not only made her impenetrable to bullets, but her symbiotic skin absorbed the shots and sent them back. Rojo turned her head as a cop car was charging in to ram her, but the criminal pair stabbed their claws into the car's hood and stopped the squad vehicle in its tracks. Rojo lifted the car with one hand (the cops immediately jumped out) and casually tossed it into the police academy building.

Rojo paused for a moment to inspect her work. They knew Ben wouldn't be able to resist stopping them, and they were not disappointed.

A blur of black and blue motion zoomed by, causing the symbiotic duo to stumble, before a pair of green rays shot Rojo in the back and forced her to her knees. Rojo lifted her head, spotting Fasttrack zooming to a stop in front of her while Trixie glided down from the sky with her eyes glowing green and yellow patagium connecting from her forelimbs to her hindlimbs.

"Looks like you started the party without us," said Fasttrack tauntingly.

Ben really needed to learn to not talk as much – Rojo grabbed Fasttrack by his ankle in a second, slammed him on the ground, and then kicked him into a squad car. She started to approach him when she was shot from behind by a pair of green beams again. Rojo turned around and glared into the sky as Trixie zoomed around in a figure eight, bombarding her with neuroblasts that did not seem to be having any effect on the symbiotic pair. After she blocked a shot with her forearm, Rojo formed a crossbow with her hands and shot six bolts at the flying child. Trixie managed to swerve around the first three, but she had very limited experience when it came to flying and the last trio ripped through her patagium, causing her to spin wildly out of control and free fell onto the police academy's front lawn.

"Trixie!" cried Fasttrack.

"You might wanna worry more about yourself," said Rojo, turning around and marching on him with an organic battle axe. "If daddy wants his Omnitrix, he can have it. This is getting fun."

"Daddy?" Fasttrack repeated confused. But he decided not to dwell on it and rushed up to Rojo, repeatedly kicking her in the chest. "One good kick deserves another."

Rojo staggered briefly, but properly righted herself and confronted Fasttrack without any sign of damage. Both readied themselves to go another round when a loud rumbling noise drew their attention to the side; a small tank rolled right up to the pair and took aim.

At first it turned its cannon on Fasttrack, but the Citrakayah quickly put great deal of distance between them, so the tank turned its barrel on Rojo and fired off a round. Fasttrack had to cover his ears from the thunderous _boom_ and steadied himself when the earth quaked beneath his feet. For such a small tank, it definitely had a lot of fire power; a heavy plume of smoke floated from the crater in the middle of the street.

The tank rolled around the crater and turned its barrel on Fasttrack when a black and red organic spear pierced through the heavy armor plating, striking directly at the machine's engine, and caused the tank to explode. Fasttrack grimaced as Rojo and Skaath emerged from the smoke while withdrawing their spear, perfectly untouched.

"Heh, that almost tickled," said Rojo mockingly.

Fasttrack furrowed his brow before zooming up to Rojo and nailing her across the face with a haymaker. The Citrakayah followed up with a steady beat of quick left jabs and a right uppercut to keep the symbiotic duo off balance so that they wouldn't be able to counter him. Unfortunately for him, Rojo was a quick study and had already predicted Fasttracks next series of attack. So when the black and blue-furred alien threw around another haymaker, Rojo caught it in her hand and grinned savagely in Fastrack's face…right before it became very acquainted with her knuckles.

The Citrakayah was sent flying across the street and plopped on the front lawn of the police academy close to Trixie, who had reverted to her human form with fresh bruises on her arms and legs.

"So…how's it going?" Trixie asked, trying very hard to lighten the mood despite the situation.

Fasttrack groaned weakly in response while pushing himself up by his elbows. He turned to Rojo as she walked towards them with one hand molded into a battle axe and the other molded into a sword. Though he hated having to do it, Fasttrack realized they were outmatched at this point and had no choice but to run.

The furry alien shot to his feet, picked up Trixie, and zoomed down the street past Rojo while knocking the symbiotic duo over. He zipped into a nearby alley that was a good distance away from Rojo, but was close enough to where they could see her.

And it was at that moment when the Omnitrix decided to time out.

"Well, that's just great," Ben groaned.

"At least she won't be able to track us for a little while," said Trixie optimistically.

"I'm not gonna take any chances," said Ben, grabbing Trixie's hand and pulling her along (this seems to be a recurring theme). "C'mon."

They ran down the alley and end up in the police academy training field. They decided to cut across when Rojo suddenly bursts through the wall behind them, armed with her organic crossbow, and started shooting at them; it was a good thing she had such terrible aim. The symbiotic pair started running after the children, not realizing that Ben and Trixie had doubled back and ducked behind a pair of training dummies. Ben and Trixie poked their heads out as Rojo ran past and slipped back before Rojo could see either of them.

"You know, now would be one of those moments when Gwendolyn or Maxwell would come up with a brilliant idea to save us," said Trixie. "But someone decided it would be a better idea to run away instead."

"I'm not gonna put them in danger anymore," said Ben firmly. "This is my problem, my responsibility, not theirs."

"Yes, but they are still your family," said Trixie. They heard a crashing sound coming from the field and poked their heads out again. Rojo was getting impatient looking for them and was tearing down the entire facility. It was only a matter of time before she would start heading in their direction, which meant they had to move. "Quick, in there."

The green-haired girl pointed to a pair of doors at the nearest building and the children quickly made a break for it; it looked like they had wandered into the academy's gym. They were cutting through the equipment when the Omnitrix started beeping.

"Hey, what's up with this thing?" asked Ben as they came to a stop. "It's not gonna blow up, is it?"

"It's the communication function," answered Trixie. "Someone's trying to call you."

"Wait, this thing's a cellphone?" Ben asked in surprise. "Why didn't you tell me?"

"I _did_ tell you – I told everyone," said Trixie with an exasperated sigh. "But of course, you were too busy playing Sumo Slammers to pay attention. Let me just – " She fiddled with the watch until it made a chiming sound. "Hello?"

" **Trixie, is Ben with you?** " It was Grandpa Max.

"I'm here, grandpa," answered Ben. "Can we talk later? We've got an indestructible Symbiote monster that none of our aliens can take out. Rath's not strong enough, Heatblast couldn't bring the heat, Fasttrack's too slow, and Jetray's blasts don't sting. I don't think they have any weaknesses."

" **That's because you've been trying to take them down by force,** " said Max. " **But I know there's one alien in that watch that can get an instant knock out. You know what I'm saying?** "

"That's it," said Ben in realization. "Thanks, grandpa!"

"Still think you're better off without them?" Trixie asked smugly when they cut off the communicator.

Saying nothing in response, Ben activated the Omnitrix – and almost immediately, they could hear Rojo tearing down the walls around them. Ben and Trixie dived behind the gym equipment as Ben scrolls through the Omnitrix's catalog until he found the tiny alien with the fluttery wings. Ben slammed down on the watch's core and one transformation sequence later, Pesky Dust floated near the ceiling.

Rojo smashed through the gym doors armed with two battle axes, scanning the room for the kid with the Omnitrix. But she didn't need to bother looking as Pesky Dust fluttered right out into the open with his hands on his hips and a confident smirk. Rojo blinked at the tiny fairy alien in disbelief…and laughed out loud.

"Oh man, this is rich!" cackled Rojo, nearly choking on her own breath from laughing too hard. "You really screwed up this time, kid! This'll be easy pickings!"

"Oh really?" Pesky Dust trilled in a challenging way.

" ** _Get away from him, you fool!_** " Skaath screamed in Rojo's head; she never heard him so afraid before. " ** _That's a Nemuina!_** "

"Nighty night," Pesky Dust trilled.

The pixie alien pointed his index finger like a gun and sprayed the symbiotic duo with a thin mist of green powder. Rojo coughed and choked when the cloud fell over her head before she started to feel the effects of the Nemunia's powers. Her eyelids felt heavy and her muscles were limp; she struggled to stay awake, but her brain felt like it was shutting down. Rojo shuffled around dizzily and desperately tried swinging at Pesky Dust, but the Nemunia effortlessly floated around it and finished her off with a simple poke to the forehead. The symbiotic pair dropped like a timbering tree, falling straight to sleep. Rojo, it turned out, was a snorer.

Trixie and Pesky Dust approached their unconscious adversary.

"Okay, I think I'm starting to like this alien," Pesky Dust trilled.

"Since we have the chance, we should probably see who it was that sent them after you," said Trixie. "Nemuina have the power to enter people's dreams to gather information from their subconscious."

"Okay, this might turn out to be my new favorite alien," Pesky Dust trilled as he floated over Rojo. "Back in a second."

Though he didn't fully understand how the process worked, Pesky Dust somehow floated inside Rojo's head and entered the deepest recesses of her mind.

At first, all he could see was darkness (Pesky Dust was worried he might have messed up somehow) and then the darkness started to meld with a red organic material, eventually evolving into the mental space shared between Rojo and Skaath. The Nemuina floated around the area for a little until the organic material started to build on top of itself and Pesky Dust came face-to-face with Skaath himself. The Klyntar hissed furiously, but made no move to attack – he was powerless in this space.

" ** _Listen to every word we say, human_** ," Skaath seethed. " ** _You may have defeated us, but are just the child. It is our father you should fear. You cannot run, you cannot hide from him. Father will find you. And when he does, he will retrieve his Omnitrix and you will understand why the universe shudders at the name of Vilgax!_** "

Skaath leaned forward, swallowing him whole –

\- and Ben shot up, breathing heavily. He felt a hand resting on his shoulder and looked around. He was back in the police academy gym, in human form, lying on the floor with Trixie by his side. He leaned over to see that Rojo and Skaath were still out cold, but were now wrapped up in steel beams (Trixie must have used Rath's DNA to do it). Trixie offered her hand and helped Ben to his feet, but stared at him with concern.

"Are you okay?" asked Trixie worried. "After the Klyntar pushed you out, you were unconscious for almost five minutes, screaming the whole time. Did you find something?"

"Yeah…," said Ben slowly, but uncertain. "Yeah…I think so."

Trixie did not seem convinced. If anything, Ben looked afraid. And seeing Ben afraid…made her feel afraid.

* * *

With the sun rising to the next day and the combination of Rojo and Skaath locked away in a maximum security prison, the morning could only get better when they were informed that Grandpa Max was discharged from the hospital. Even though he still had a broken leg and needed crutches to get around, he certainly seemed a lot happier to be outside than confined to a bed. Ben, Gwen, and Trixie helped the elderly man outside; Max took a deep breath of air and sighed.

"Ah, it's good to get out of here and back on the road," said Max as he hobbled toward the Rust Bucket.

"So, Ben, you never told us what happened after you brain probed Rojo," Gwen pointed out.

"It was kinda creepy," said Ben honestly as Max opened the RV door for them. "Not the Symbiote, but what he said. He told me that his dad was coming for me and that I should be afraid. He said his name was…Vilgax. I don't know why, but it just gave me these chills….Grandpa, are you okay? You look like you've seen a ghost." He asked, noticing that his grandfather was paler than normal.

"I'm...fine," Max said with a slight hesitation in his voice. "And you'll be fine, too. As long as we stay together."

"Sounds good to me," said Ben happily.

Ben, Gwen, and Trixie walked into the Rust Bucket without a worry in the world…but Grandpa Max felt a sense of dread bubbling up in his stomach. He stared aimlessly into the sky and felt that same chill running down his spine at the name:

Vilgax.

* * *

 **This is actually one of the biggest growth episodes for Ben when he comes to realize the consequences of his actions and become aware that his fight actually do ending up hurting people, even if it is unintentional. I had originally planned for Trixie to replace Max, but I figured that after the big Trixie centric episode last time and the fact that Ben has a stronger bond with his grandpa, it should stay the way it is. Rojo is now permanently merged with Skaath, one of the Children of Vilgax, and will have more significant roles later as the series progresses.**

 **Next Episode: Last Laugh**


	10. Last Laugh

**Episode 10: Last Laugh**

It was getting to the point where you couldn't even enjoy a night at the carnival boardwalk without some two-bit thug trying to cause trouble. Case in point being these two small time criminals who thought they could escape under the docks during the festivities…using a row boat. A legitimate, paddle-powered rowboat. They certainly weren't winning any science awards any time soon.

"Knocking over that yacht was a piece of cake," said goon #1

And they took twenty seconds out of their times to laugh maniacally…which was apparently an appropriate response for bad guys these days.

And yet neither of them noticed the bubbles popping up on the surface of the water next to their boat or the massive glowing-green eyes, which was impossible to miss given how dark it was under the docks. It wasn't until a massive scaly hand popped out, grabbed goon #1 by the ankle, and dragged him underneath the water that goon #2 noticed anything was wrong. He leaned over the boat and saw his partner's hat floating on the tide…just before Arctiguana popped his head up and leered at the petty robber.

As the Polar Manzardill waded closer, goon #2 backtracked up the ladder, slipping for a moment, and pulled himself back up to docks. Arctiguana tilted his head back and watched the man start to run along the boardwalk before ducking back under the water.

The scared little criminal ran a few short paces before he was out of breath and had to lean against a hot dog cart to to recuperate. Goon #2 heard a loud splashing sound coming from over the boardwalk railing and turned around with his back pressed against the cart as Arctiguana landed on all-fours a few feet away. The Polar Manzardill huffed; an mist escaped through the gaps in his lips.

He approached goon #2 menacingly and the petty criminal ran around the hot dog cart like it would automatically protect him. Goon #2 looked at the cart for a moment and was suddenly struck with inspiration: a fuel tank on the side of the cart combined with the electrical wires used for the cooker equaled fire.

But just as goon #2 started to tip the cart over, Arctiguana breathed a quick puff of freezing mist all over the criminal. Goon #2 stood petrified in place with his entire upper body covered in a thick layer of ice with his hands flash-frozen to the cart, meaning he couldn't run away. If one looked close enough, they could see that goon #2's tears were also frozen in the corners of his eyes, which looked extremely painful. Arctiguana couldn't help laughing.

"Aw man, that's priceless," snickered Arctiguana.

Approximately five minutes later, the police finally showed up to arrest goon #1 and goon #2 (which was their real names, oddly enough), long after Arctiguana had already cleaned up the mess. While his men were shoving the criminals into their squad cars, the chief of police himself actually approached Arctiguana with a proud look on his face.

"I don't care what anybody says," said the chief of police, "you circus freaks are okay by me."

"Circus freak?" Arctiguana repeated in confusion. "I'm not a circus freak. I'm a superhero."

And with that proud statement, Arctiguana hopped back over the edge, freezing the water underneath him with a chilling breath, and sliding away Iceman-style while the chief of police looked on.

"Huh, looked like a freak to me," said the chief of police to himself.

* * *

Arctiguana returned to the Rust Bucket down the coast just in time to transform back into his human form before they were heading into the city.

For today's adventure, the Tennyson party had decided to stop off at a smaller city they didn't bother learning the name of before they got back on the road towards New Orleans in Louisiana. The journey thus far had been pretty quiet since they locked up Rojo and Skaath with Ben only needing to go alien for a couple of petty thieves and drug dealers. It was a bit small time compared to fighting alien menaces like Cetanu and Skaath, but after the accident that broke Grandpa Max's leg, Ben was more than willing to accept a little peace and quiet for the sake of his grandfather's health.

The elderly man in question was recovering faster than expected by the doctor's predication, already having regained feeling in his muscles, but he still needed a crutch to move around. He rested in the back of the RV propping his legs up on some pillows while Trixie drove the Rust Bucket (how she learned to drive was something the Tennyson's didn't bother questioning). As they drove down the nearly deserted street, Gwen tilted her head to get a better look as they passed a flashing sign nailed to a telephone pole.

"Zombozo's Traveling Circus of Laughs," Gwen read aloud. "Cool! Can we go, grandpa?"

"Of course," said Max heartily. "I haven't been to a circus since I was a boy. And it would be your first time visiting one, wouldn't it, Trixie?"

"I've read about them on the internet," said Trixie. "It sounds like it would be a fun experience."

"I love the circus," said Gwen excitedly.

"That's because you belong in one," Ben grumbled.

"What happened to that whole 'turning over a new leaf' thing?" said Trixie. "What's your problem?"

"The circus is for kids," said Ben.

"In case you haven't noticed, Ben, we are kids," Gwen reminded him. "And it's Trixie's first time at the circus. We have to go."

"C'mon, it's pretty late," Ben countered, complete with a fake yawn and everything.

"Ben, it's eleven o'clock in the morning," said Max, gesturing to the clock on the wall.

"Fine by me," said Ben begrudgingly. "Okay, all right, you wanna go see some stupid circus, fine."

Gwen and Max exchanged strange looks with each other (Trixie couldn't join in because she had to keep her eyes on the road). But in a few minutes time, the green-haired girl was pulling up in the crowded parking lot in front of the local circus.

A huge colorful tent had been erected in the middle of the city park. People were coming in droves; some with familiars, some with dates, and, of course, there was the occasional creepy loner than was jealously staring at people who had lives.

"Ooh, the entire town's turned out for the show," said Max.

But while Max was looking forward to the show and Gwen was explaining the circus filled with wonder and excitement to Trixie, Ben had drastically different feelings about the whole thing. Posters of the creepy clown – Zombozo, they called him – were plastered everywhere. One look into the clown's deep, lifeless eyes made Ben's stomach flip uncomfortably. It felt like he was following Ben with his eyes, which did not help his disposition.

"You know, it's probably sold out," suggested Ben. "We're probably just wasting our time."

As if it had been anticipated that Ben was trying to back out of the circus, a light suddenly flashed in front of the Tennysons, nearly blinding them as they illuminated a diminutive ringmaster standing above everyone's head on a raised platform.

"Step right up and see the fingerless freak of nature whose strength knows no bounds: Thumbskull!" announced the ringmaster.

At the call of his name, a hulking bald man with pasty white skull and a single, infected looking fingernail growing out of his skull stomped out in front of the crowd casually carrying a barbell over his shoulder. The freak known as Thumbskull took a deep breath and bended the bar against the back of his neck, twisting the metal like it was made of clay. Max and Gwen were in awe, but Ben still looked fidgety while Trixie remained unimpressed ("A Tetramend child could do that," she said snarky).

Thumbskull tossed the bended steel into the air where it was snatched up by an orange tentacle, which was attached to a pale-skinned woman with five orange tentacles on her head that seemed to serve as her hair.

"And presenting Frightwig," the Ringmaster continued. "When this beauty lets down her hair, there's no telling what could happen."

With her hands on her hips and a smug grin on her face, Frightwig grabbed the ends of the already bended bar and twisted them even further into a pretzel shape. The freak commanded her hair to place the bended steel on an anvil that just happened to be there as a third freak made his appearance from the back.

He had has wrinkly, pale skin and red eyes with different-sized pupils, and little bits of straight black hair poking out of the top of his head. He was wearing those masks that kept insane people from biting over his mouth, though it seemed like he was wearing it for a completely different reason.

"And last but not least," said the Ringmaster. "The freak whose unique skill is as vile as his attitude: Acid Breath!"

The third freak removed his mask, revealing his horrifically mutilated mouth that had been ripped and stretched so many times until his gums were green with infection and most of his teeth had fallen out.

Acid Breath's name turned out to be astonishingly accurate as he breathed a puff of green gas that instantaneously melted the bar and the anvil into a puddle, causing the audience to gasp in horror and disgust.

"Ugh, gross!" Gwen gagged.

"Cool," said Trixie impressively.

Everyone was so busy watching the Circus Freak Trio that Ben was able to slip away undetected before his grandfather, or worse, his cousin noticed.

He was subtly sneaking around in the back of the gathered crowd and slipped in between the concession stands when he found a tiny tent with a bright light spilling through the open curtain. The sign specifically told him to keep out, but when has Ben ever followed the rules? Ben peeked in through the gap in the curtain and, much to his horror, he found something much worse than anything he could imagine.

Sitting there in a chair facing a mirror with his back turned to Ben was Zombozo; the pasty-faced clown with wild-red hair that was balding at the top, normally concealed by his top hat, dressed in a black and gray striped suit covered in multiple blue-orbed bobbles. From where Ben was standing, Zombozo was talking to himself in the mirror; his voice made Ben's skin crawl.

"H-h-howdy, folks!" said Zombozo jauntily. "Are you ready to laugh? Heh, perfect. You're gonna knock 'em dead."

The creepy clown suddenly started to hiss and when Ben leaned over, he could see Zombozo's reflection in the mirror; his tongue was sticking out and stretched much longer than humanly possible, forked at the end like a snake's. Ben gasped as Zombozo laughed inside his tent, slowly backing away until he bumped into something. The young Tennyson boy screamed and instantly reached for the Omnitrix until he only realized it was his cousin.

"Don't do that!" gasped Ben, holding a hand over is rapidly beating heart.

"What is you malfunction?" questioned Gwen with a raised brow. "Ever since we decided to go to the circus, you've been acting even weirder than normal. What're you scared of?"

"I'm not scared of anything," said Ben defiantly.

"Shows about to start," Max announced as he and Trixie appeared around the corner.

"After you," said Gwen tauntingly, gesturing for him to lead.

Ben glared and marched ahead.

* * *

"Ladies and gentlemen! Children of all ages!" announced the Ringmaster as the floodlights illuminated him in the middle of the tent. "The Circus of Laughter is proud to present the Sultan of Smiles! The Crown Prince of Crime – I mean, chuckles! That rib-tickler himself! The star of our circus: Zombozo the Clown!"

With a chorus of drumrolls and a new floodlight hitting the stage, everyone watched a stereotypical clown car zip unsteadily around the ring before coming to a screeching stop, nearly tipping itself over. The door opened and Zombozo, much too large to be able to fit inside a tiny vehicle comfortably, stepped outside and bowed to the applauding crowd (except for Ben and Trixie – the former looking nervous and the latter none too impressed). The car door soon shut behind Zombozo and the tiny car took off to the opposite end of the tent, spinning around on its wheel until it faced the grim-looking clown. Zombozo acted surprised – obviously playing his role – but then grinned at the car with a "bring-it-on" gesture and fabricated a red matador's cape from out of nowhere (though Trixie guessed it was under his sleeve).

The tiny clown car revved its engines, drove into the red cape, and then exploded into a cloud of confetti. Everyone in the audience was doubled over in laughter, including Max and Gwen, but Ben still looked nervous and Trixie couldn't understand where the humor was in all of this.

"If you love clowns, then this is the place to be," said Zombozo, standing in front of a machine that wasn't there a minute ago. "You're gonna _die_ laughing. That's a Zombozo guarantee."

"Why did he emphasize the word 'die'?" asked Trixie. "That sounds kinda ominous, do you think, Benjamin?" She received no reply. "Benjamin?" she repeated as she looked around, only to find that the young Tennyson boy was nowhere to be found. "Hey, where'd he go?"

"Maybe he went to get more popcorn," suggested Max.

"Is Benjamin all right?" asked Trixie. "He's been acting strange…er"

"You're asking me?" Gwen scoffed. "I stopped trying to figure him out a long time ago."

"I was never very good at math!" yelled Zombozo, drawing the crowd's attention once more. "But I believe I have your undivided attention. Now how about some volunteers?" His seemingly lifeless eyes roamed around the laughing audience (except Trixie, who was starting to think she didn't possess a sense of humor like an Earthling). "Aah, so full of life…for now."

"Seriously, is no one paying attention to the ominous voice tones?" asked Trixie.

* * *

Meanwhile, Ben ducked out of the circus and made a break for the exit. There was no one around to see him, so he didn't have to worry about looking like a coward…which he wasn't, by the way! He just…really didn't like circuses, that's all. It's not like he's scared or anything. Especially not…not….Ben withheld a shuddering breath.

"There is nothing funny about clowns," said Ben adamantly.

Thankfully his attention was directed _away_ from the circus when he heard what sounded like breaking glass.

Ben ran to the other end of the parking lot where the noise originated from and hid himself behind a tree, poking his head around the trunk for a better look. He could easily make out the backs of Thumbskull, Frightwig, and Acid Breath – the Circus Freak Trio – smashing the window into a nearby jewelry store where a million dollars' worth of sparkling diamonds, rubies, and sapphire were on display.

"Whoa, the freaks are felons," said Ben, very proud of his clever wordplay.

While Frightwig and Acid Breath went their own ways, Thumbskull leaned through the broken window and scooped up as much jewelry as his massive hands could carry, smiling dimly to himself. Acid Breath wandered up and down the street filled with parked cars and heaved his aptly named power on the doors, melting them in a puff of noxious-green gas before looting them for stereos and any valuables in the glove compartments. And Frightwig decided to help herself to the ATM, by which I mean she used her extraordinarily strong hair the smash the wall around the ATM and rip the machine out.

"It's payday," cackled Frightwig.

"They want diamonds," said Ben as he activated the Omnitrix's core, "then wait 'till they get a load of Diamondhead."

A turn of the dial and one slap later, Ben was consumed in the transformative green light.

Thumbsull, who was carrying a load of flat screen televisions, stopped when he noticed the green light and tilted his head in confusion. A moment later, Diamondhead jumped on top of the nearest car and struck a heroic pose. Thumbskull still had that stupid look on his face.

"Now this is the part where you give up or else I put a beat down on ya," warned Diamondhead.

Thumbskull didn't like being threatened. He dropped the TVs on the ground and charged at the Petrosapien. Diamondhead jumped forward with his shoulder in front and tackled the strongman into the ground, cracking the asphalt from their combined mass. While he kept Thumbskull pinned to the ground with one hand, he saw Acid Breath running towards him as he inhaled, no doubt about the spew his deadly gas on the Petrosapien. Ben didn't know if his alien was resistant to Acid Breath, but he definitely wasn't going to take a chance. He raised one of his arms and shot a horde of crystal shards at the circus freak, causing the disfigured man to panic and duck behind one of the cars.

While Diamondhead wasn't looking, Frightwig snuck up behind the Petrosapien, coiled her hair-tentacles around his upper body, and tried to pull him off of Thumbskull. What she didn't count of was for Diamondhead to be too heavy to lift. The Petrosapien took advantage of this by grabbing all of her hair tendrils in one hand, pulled therm back, and started swinging her around in circles while the hair-user screamed at repeated intervals.

Out of the corner of his eye, Diamondhead noticed a familiar clown car in the middle of the road and threw Frightwig into the small vehicle, cracking the window and causing all of the pilfered loot to spill out on top of her like an avalanche.

"Hey, that's our stuff!" Thumbskull complained.

"You mean stuff that you stole," retorted Diamondhead, pounding his fists in emphasis. "And you're gonna put it back unless you want some more?"

"I ain't about to lose a big score because of a walking chandelier," hissed Acid Breath. "Get Him!"

Acid Breath heaved his noxious cloud of death, but Diamondhead leapt into the air at the last second and the acidic cloud ate away at the clown car and everything they had looted, much to the Circus Freak's horror. They were in a state of shock over their spoiled rewards that they did not react when Diamondhead landed in the middle of them before he punched and kicked them in different directions.

Frightwig was the first to get back on her feet and ran at Diamondhead, but stopped when the Petrosapien turned on her. The hair-raising circus freak backed away fearfully as Diamondhead approached her with his arm shifted into a blade while Acid Breath and Thumbskull stood back.

"Don't just stand there like a sore thumb!" Acid Breath snapped at Thumbskull. "Get the boss!"

Thumbskull nodded dimly as he ran back to the circus while Acid Breath went to help Frightwig

* * *

Back inside the circus tent, the audience was doubled over with laughter, which was very confusing to Trixie since Zombozo hadn't done anything in the last ten minutes except stand in front of his weird machine and encouraged the audience to keep laughing. Maybe this was some kind of human thing, Trixie started to wonder, although being able to laugh nonstop was unprecedented even for humans. Trixie was starting to feel a little suspicious…and a little bit of something else. The echoing laughter of the tent seemed to reverberate inside Trixie's head, making her feel dizzy and nauseous at the same time. She could feel her heart hammering inside her chest and her stomach doing flips. She could feel something happening inside her…she could **_feel_**.

"Ooh, what's happening to me?" Trixie moaned, slowly laying herself flat on the bench and closing her eyes weakly. "I feel some many…feelings…."

"Yeeees," said Zombozo with a shuddering breath. "Laughter truly is the best medicine – for me!"

And the audience found that funny for some reason while it made Trixie feel even sicker. Zombozo cackled in a menacing fashion to himself, clearly proud of his performance, right up to the point where Thumbskull decided to interrupt him.

"Uh, excuse me, boss," said Thumbskull meekly. "Excuse me!"

Zombozo frowned darkly as he turned to Thumbskull and said, "How many times have I told you not to bother me while I'm eating?"

"Uh, uh, uh," stammered Thumbskull, raising his arms defensively. "We ran into a bit of trouble."

Zombozo sneered spitefully and glared at Thumbskull, who cowered under the clown's gaze.

* * *

Diamondhead slammed both Frightwig and Acid Breath to the ground and pinned them with his forearms. Frightwig tried snapped her hair at the Petrosapien, but her follicles only bounced off his silicone and Diamondhead clamped his hand over Acid Breath's misshapen mouth to keep it shut. Diamondhead could tell he was winning, but before he could enjoy this victory too quickly, an explosion of smoke went off behind him followed by a cloud of confetti. Diamondhead turned around before falling back on his butt with a look of fright on his hardened face as Zombozo made his appearance, followed behind by Thumbskull.

"I hear you're full of tricks, shiny," Zombozo said menacingly as Diamondhead scooted away from the clown. "Stop me if you've heard this one before."

Diamondhead, frozen in terror, did nothing as Zombozo kicked him squarely in the jaw to lift him up before backhanding him across the street into a cell phone tower. Diamondhead got up to his hands and knees as Zombozo slowly approached him and crawled around behind the tower bars for protection like a pathetic little baby. Zombozo looked both disgusted and disappointed.

"This isn't a hero; it's a zero," said Zombozo exasperatedly. Thumbskull, Frightwig, and Acid Breath looked at each other in confusion, scratching their heads as to why a six-foot rock monster that had been kicking their butts a moment ago was now shaking in his boots. "Bring the curtain down on this little sideshow."

Acid Breath breathed his noxious gas on one of the support beams, corroding the metal into a puddle on the ground, while Frightwig bent another support beam with her hair and Thumbskull bashed his knuckles through a third support beam. With the combined attacks of the Circus Freak Trio, the cellphone tower tilted over and started to come apart piece by piece on top of Diamondhead.

The Petrosapien didn't have any time to react before one of the beams fell on his back, knocking him to the ground, while two more beams fell on top to pin him down and the rest slammed down to finish the job. So when the smoke cleared, all Zombozo and his minions could find was a massive pileup of steel girders.

"That should be the last time we see our sparkly friend again," said Zombozo proudly. "Come on, we've got bigger laughs to get."

Zombozo vanished in a cloud of smoke and confetti while the Circus Freak Trio – lacking their boss's magical expertise – had to hoof it the rest of the way. They all failed to notice the beeping sound coming from underneath the pile of girders followed by a muffled flash of red light. And a few seconds later, Ben Tennyson barely managed to crawl his way out from underneath the wreckage through the gaps in the beams.

He laid flat on his stomach, taking deep heavy breaths, as he watched the freaky felons run back to the circus.

"Phew," Ben let out a sigh of relief. "That was way too close…."

Unfortunately, all the excitement (and terror) of the Zombozo encounter plus having an entire cellphone tower dropped on him drained Ben of what little energy he had left and fell unconscious.

* * *

Ben didn't know how long he had been out, but by the time he woke up, the circus had already been packed up and disappeared, along with Zombozo and the Circus Freak Trio. Though the circus seemed to have left for a while, there were still people hanging around in the parking lot, thought they seemed…dazed. They were walking around without actually going anywhere, their eyes glassy and spacious, the small chuckles escaping their lips were sad and lifeless. Ben looked around the lot and saw his grandfather sitting on the curb in a similar state: eyes spacious and dying laughter.

"Grandpa?" said Ben worriedly as he rushed over to the elderly man. He shook the old man, trying to snap him out of it. "What happened?"

"Oh…oh, Ben," said Max with a weak chuckle. "Where'd you go?"

"Where'd I go?" Ben repeated incredulously. "Where'd the circus go?"

"Oh…uh…I-I'm not so sure," said Max, his attention drifting in and out. "I remember we were laughing. It – it was so funny."

"Grandpa," Ben said with worry apparent. He had never seen his grandfather so lifeless before. "Are you okay?"

"I just…feel kinda glum, that's all," said Max drearily.

"Now don't be down! Turn that smile upside-down – Oh, sweet Galvan Prime, what am I saying?"

Ben snapped his head to the right and nearly jumped out of his skin when he saw the strangest thing in the history of strangest things: Trixie was smiling…like a kind of maniacal smile that stretched from ear-to-ear…the kind you would associated with homicidal maniacs like the Joker. The green-haired girl stood alone as a ray of sunshine in a sea of downers and she skipped – actually skipped – across the parking lot and became a dancing ballerina around Ben and Max, which is something Trixie swore she wouldn't be caught dead doing. Though her expression and posture radiated with happiness, there was a clear sign of panic in her eyes.

"Benjamin, you've gotta help me!" Trixie practically screamed. "I can't control my emotions! My face is starting to hurt!"

"Trixie, what happened to you?" Ben stammered, backing away from the creepy-smiling girl. "What happened to everyone?"

"It was Zombozo!" said Trixie with a little spin. "He did something to drain every one of their happiness and left them in a near-death state!"

"So why are you so happy?" asked Ben.

"Whatever Zombozo did to suck the happiness out of the humans seems to have had the opposite effect on me!" answered Trixie with a dainty leap. "Perhaps it's because I'm not technically human or maybe it's because I rarely show emotion to begin with, but the process that Zombozo used to steal everyone's joy somehow made me even more emotional." Then without warning, Trixie suddenly stopped dance, marched right up to Ben, and lifted him off the ground by his collar with an enraged look in her eyes. "I'M LOSING CONTROL OVER MY EMOTIONS! MY MOOD IS CONSTANTLY SHIFTING LIKE A HORMONAL APPOPLEXIAN! WE NEED TO FIX THIS, BENJAMIN KIRBY TENNYSON, OR I WILL RIP OUT YOUR SPINE AND WEAR IT AS A BELT!"

"Okay, okay, we'll fix this, just put me down!" Ben stammered frightfully. Trixie complied, but she had an angry glimmer in her eyes. "Okay, grandpa is a sad sack and you're having mood swings….Wait a minute, where's Gwen?"

* * *

Unfortunately for Ben and the others, Zombozo and his messed up circus were already on the road again headed to the next town over. The grim-looking clown hummed to himself delightfully after a job well done while Thumbskull kept his eyes on the road to make sure the truck didn't go off course; he may be an idiot, but he still had his uses.

"Did you pack me a snack for the road?" asked Zombozo menacingly.

Thumbskull smirked, reached for the curtain that separated them from the cargo, and pulled it back to reveal a handful of people sitting in the box still laughing their heads off at nothing, including Gwen.

Zombozo was pleased.

* * *

The Rust Bucket was quickly on the trail of the traveling circus, using Trixie as a reference point as she was the only one who paid any attention on where Zombozo's crew was headed (though it was a little difficult to get a straight answer through all the constant death threats).

Max was in the driver's seat again, which seemed like a really bad idea considering his broken leg, but it was better than having an overemotional, alien-transforming prepubescent girl at the wheel. Speaking of whom, Trixie had been chained to the table after she nearly choked Ben in a random fit of rage and now had gone from wanting to nail his tongue on the wall to sobbing endlessly on the carpet.

"Zombozo must have zonked out the entire town during the show while his freaks robbed everyone blind!" Ben had to shout over Trixie loud sobs. "But why kidnap Gwen?"

"Zombozo feeds on happiness!" cried Trixie. "Children are easier targets for him to drain joy from!"

"D-don't worry," Max slurred. "We'll catch that clown."

"Y-yeah," Ben stammered a weak chuckle. "Who'd be afraid of a silly old clown?"

"Ben…w-what's bothering you?" asked Max.

"Promise not to laugh?" Ben requested rather miserably. "I'm afraid of clowns." In the back of the Rust Bucket, Trixie suddenly started laughing uncontrollably. "Dude!"

"S-s-sor-r-rry!" Trixie gasped in between laughs. "It's-it's-it' s my emo-mo-tions! I can't-can't control them!"

"Hey, it not my fault!" said Ben defensively. "They just creep me out. Ugh, I'm such a loser."

"Everyone's got their own crazy fear, Ben," said Max kindly, albeit weak. "When I was a boy, I was afraid of heights. Then I decided enough was enough and I climbed to the top of the water tower. Sometime you…" he trailed off for a second, shaking his head, "you gotta scare the fear…out…of…you…."

It was at that moment that Max lost the ability to stay conscious and smacked his head against the Rust Bucket's steering wheel, his foot slammed on the accelerator.

"Grandpa!" shouted Ben.

Ben quickly unfastened and threw himself across his grandfather to grab the steering wheel. Though he had little to no driving ability, he didn't have much of a choice with Max lying unconscious against his seat while Trixie was busting a gut in the back. The Rust Bucket swerved dangerously between both sides of the roads, making Ben grateful that there was no one else driving tonight, and scrapped the RV against the guard railing. Despite trying his best to keep top the road, Ben eventually came up to a turn in the road and couldn't turn the wheel in time, sending them flying off the road into the dense forest below.

The trees came flying at them at blinding speeds and Ben had to pour every ounce of his racing game skills to keep them from crashing (though Trixie's obnoxious laughter was very distracting). Turning the wheel at just the right moments, Ben managed to avoid crashing into the trunks of the trees and got by with only smacking into a few branches, further abusing the Rust Bucket's already messed up paint job. After a few minutes of dodging trees, they were finally starting to come up to a clearing when Ben spotted, with a gasp, a deep chasm in the middle of their path.

"I need an anchor fast!" yelped Ben. Acting quickly, Ben flipped the switch on the console that unrolled the Rust Bucket's awning, which he could see out through the side mirror. "Come on, come on!"

Unfortunately, his plan didn't seem to pan out as well as he had hoped when the awning was ripped off by the passing tree. With that option out of the way, Ben chose to with the only other plan available (which, in hindsight, was the most obvious choice and should have been used from the start)

Ben turned the wheel as hard as he could, sliding the Rust Bucket sideways, then kicked Max's foot off the accelerator and slammed his own on the brakes. The tires grinded against the dirt and it almost felt like the whole thing would tip over, but the Rust Bucket thankfully stayed on all four wheels and stopped just short of the chasm's edge. Ben leaned his head out the window, taking note of the steep drop, and let out a sigh of relief before turned back to Max.

"Grandpa, are you okay?" asked Ben, shaking the man by his shoulders.

"So…sad…," said Max exhaustively, barely having the strength to open his eyes. "So very…very…sad."

"Grandpa! Grandpa! Stay with me!" yelped Ben, trying to keeping the old man awake. He leaned back into the RV with Trixie, who was slowly starting to regain control over her laughter. "Trixie, what's happening with him? He looks like he could keel over at any moment."

"Zom-Zombozo, he – he had this machine that-that robbed every one of their-their joy," Trixie tried to explain while keeping her chuckles in check. "I – I don't believe in – in spiritual nonsense like – like that, but when –when he – _snicker –_ he robs people…of their joy…I think he – he steals it...from their souls. When he steals from –from their souls, it – it causes them to feel drained…depleated…weak – _heh heh._ In the most – the most serious case, this kind of method could – could theoretically drain them…of their life. And someone as – as advanced in the years as Maxwell…he barely has…any life left in – _cough –_ in him."

"Wait, Zombozo still has Gwen," said Ben, eyes wide with panic as he starts shaking the green-haired girl by the shoulder. "Trixie, stay with me here. What's gonna happen to Gwen?"

"With – _heh –_ prolonged exposure…," Trixie answered weakly, "it's very likely that – _snort –_ if we don't find her soon…Gwen will die."

* * *

It took nearly an hour to get back on the road and get over to the next city, but Ben and the others managed to find Zombozo's circus set up just on the outskirts of a small rural town getting ready for their next performance. Ben left his depleted grandfather back in the Rust Bucket being watched over by Trixie (who had moved on from her laughter stage and had went into the fear stage where every little thing scared the literal pants off her).

As Ben snuck around the back entrance of the circus and hid behind the wall of crates, it was just now that he realized that this was the first time he was forced to face a villain without Trixie or his family to back him up. The prospect of facing Zombozo alone was almost as scary as the clown himself.

"Okay, Ben, get a grip," Ben muttered to himself. "You can do this. For Gwen."

The young Tennyson boy leaned over and peeked around the boxes. He spotted the Circus Freak Trio carrying more boxes of which Ben suspected were filled with stolen goods from their night on the town. Once he saw where they were depositing the stolen goods, Ben started to run back around when he accidentally ran into a poster with Zombozo's face plastered against the wall. Ben gasped in fright and accidentally backed into the stack of crates, knocking them over and spilling the contents on the ground. For a split second, Ben hoped against hope that the Circus Freak Trio hadn't heard him, but he could already hear Frightwig's confident chuckle close by.

"Looks like we've got somebody who wants to see the show without buy a ticket," said Frightwig as she ripped the mask off Acid Breath's face.

Ben quickly activated the core of the Omnitrix as the Circus Freak Trio begin their approach…but the alien space watch decided to be stubborn and not move.

"Ugh, you can never make this easy, can you?" grumbled Ben, pounding the watch with his fist.

It was at that moment that the Circus Freak Trio pounced on the hiding space. Thumbskull charged in first by smashing the crates with his massive fists, Frightwig danced her way through with a twirl of her hair, and Acid Breath brought up the rear with a cloud of his noxious, matter-eating breath. When the deed was done, the Circus Freak Trio turned back to the goopy remains of the crates…only to realize that they had hit the wrong spot when a flash of light went off by the crates behind them.

"What's that noise?" asked Thumbskull dimly. The crates exploded and bolts of electricity shot in every direction as Buzzshock walked out of the smoke, a wicked grin stretched across his lips. "I don't know what you are, but I'm gonna tear you apart."

"You think you can take me, tough guy?" Buzzshock cackled wickedly as Thumbskull rushed in. "You're in for a real shock – Buzzshock, that is?"

The Nosedeenian gathered all the energy into his body and shot forward to meet Thumbskull halfway, ramming the strongman with an electrified headbutt. Buzzshock's electric charge outmatched Thumbskull's raw power and threw the strongman on the ground as Frightwig and Acid Breath jumped out of his path, rendering the muscular freak unconscious. Buzzshock then turned his attention to Frightwig and shot her with dozens of electric bolts, but the hair-controlling freak twirled in place while swing her hair around like a shield, somehow resisting the Nosedeenian's power.

"Is that all you got?" asked Frightwig mockingly.

"Just getting charged up, lady," retorted Buzzshock.

The Nosedeenian jumped back behind another row of crates and started flinging several more bolts of electricity at the freak. Unfortunately, Frightwig once again danced her way out of the situation while sweeping her hair across the air to deflect the bolts. But what she didn't realize is that one of those electric bolts was actually Buzzshock in his energy form, who grabbed the end of one of Frightwig's strands and zipped around the freak repeatedly until she was tangled up nicely in her own hair. The Nosedeenian hovered above the struggled hair-user, laughing out loud and kicking his feet in the air.

Acid Breath hopped out from wherever he was hiding and spewed his namesake in the form of corrosive liquid. Buzzshock barely managed to dodge in time and zipped around the maze of crates, but Acid Breath followed him with his acidic spray, dissolving the crates into bubbling puddles. Acid Breath turned his eyes left, then right searching for the Nosedeenian when the electric alien zipped up to his shoulder.

"Didn't your mom ever tell you it's not polite to spit?" said Buzzshock.

"Who do you think taught me in the first place?" hissed Acid Breath.

The circus freak started to inhale, but Buzzshock clamped his mouth shut and blasted him with at least a thousand volts of electricity. Acid Breath became wobbly as his eyes rolled into the back of his head, falling unconsciously to land on top of Thumbskull.

With the Circus Freak Trio out of the way, there was only one obstacle left for him to face – and Buzzshock wasn't smiling anymore. The Nosedeenian hovered slowly towards the main tent, taking deep, calming breaths as he went.

"You can do this, Ben," Buzzshock told himself. "He's just a guy with a red rubber nose and big shoes. Nothing Buzzshock can't handle."

And that's when the Omnitrix timed out and returned Ben to his natural form in a flash of red light.

"Whose side are you on anyway?" Ben snapped at the Omnitrix.

All alone, without Grandpa Max, Gwen, or Trixie to back him up and the Omnitrix on recharge, the prospects were not looking up for Ben, the terrified Tennyson audible gulped as he steadily walked inside the tent.

The inside was dark, almost impossible for Ben to see anything right in front of him. Ben kept walking and walking until he nearly ran into someone only a few inches from his face and jumped back. It took him a quick minute for him to realize that he was only staring at his reflection – his horrible, terrified reflection.

"Ugh, great," groaned Ben. "Now you're afraid of your own reflection."

Ben shook his head and marched forward into what was the start of a long hallway of funhouse mirrors, only there was hardly anything fun about this place. Hundreds upon hundreds of mirrors reflecting upon one another like a twisted kaleidoscope made Ben feel sick to his stomach…but the voice that rang in the hall made him feel ever worse.

"Hiya, son!" Zombozo echoed with a cackle. "Something tells me you'd be a barrel full of laughs!"

Ben just kept walking, trying to block out the clown's voice…and ended up smacking face-first into one of the mirrors. He backed up for a moment, trying to catch his bearings, when his only reflection started to twist form, replacing his face with that of Zombozo's.

"Hey, Mr. Serious," said Zombozo wickedly, shifting and warping until his face appeared in every mirror surrounding Ben. "How about a smile?" The terrified Tennyson backed away and started running in any random direction when the clown started to reach out of the mirrors. "What's your story, morning glory? Was that your shiny friend that gave my freaks such frowns?"

Reality itself seemed to be losing consistency. One minute, Ben was standing in a hallway of mirrors, and then the next, he was running along an upside-down spiral staircase that seemed to be leading nowhere and everywhere – Ben was starting to think he was losing his mind. After reaching who knows how many steps, Zombozo's head suddenly shot out of the floor like a jack-in-the-box.

"Or how about that weird spark plug outside?" asked Zombozo as Ben turned heel and ran away, running into another Zombozo-in-the-floor. "Do they work for you or are you some kind of freak?"

"I'm not a freak!" shouted Ben.

He tried running again, but Ben honestly couldn't tell what was up or down or left or right anymore – he didn't even know if he was even still on Earth or in Zombozo's twisted personal reality. The freaky clown's face flared to life in front of him as a fiery outline, causing Ben to step back and slip off an unseen edge into a nonexistent pit. His only salvation was grabbing on to a trapeze bar that appeared out of nowhere, swinging through a blurred realm of colors plastered with Zombozo's face. Unfortunately, the trapeze wires broke during his swing and Ben was sent freefalling again, this time into a dark pit with a giant spider's web suspended over the abyss. Ben bounced in the spider's web for a moment, but soon found himself completely immobilized. And to make it worse, a spider with Zombozo's face skittered across the strands.

"C'mon, kid, you need to loosen up – laugh a little," said Zombozo, crawling right up to Ben's head and pressing his pointed legs at the boy's face. "It's what keeps me going."

Zombozo slashed his pointed legs, purposely missing Ben and slicing the strands of webbing to send him plummeting into the abyss.

Falling and falling for who knows how long – time didn't seem to matter here – but Ben did stop eventually, belly flopping against the very hard, very solid ground. A spotlight shined on him from above as he pushed himself up, soon realizing that he was in the circus's center ring. He heard footsteps coming from behind, flipping around and knowing that he would come face-to-face with the horrific clown himself. As Ben looked up at the clown, it was the first time he realized that that bobbles on his shirt and hat weren't just for aesthetic. The souls of the people Zombozo had drained whirled and moaned in agony inside the orbs, begging to be released, including Gwen.

"Now don't tell me you're afraid of old Zombozo," said Zombozo tauntingly; Ben backed away from him.

"What do you want?" asked Ben, keeping his head down

With a wicked smile and a snap of the fingers, another spotlight flared to life and Zombozo stepped aside to show off his soul-sucking machine. The cable connected to the machine sprang to life, slithering like a serpent, and shot across the tent to attach to the small, hidden opening in Zombozo's back. The machine raised the grim clown of the ground, floating him around the air with relative ease, much to the clown's twisted delight.

"Only what every clown worth his floppy shoes wants: to make people laugh – " answered Zombozo, who suddenly twisted into a horrifying cartoonish version of himself. " – then drain their positive energy like a sponge at a pool party!" He snapped back to his normal appearance with a nonchalant shrug of his shoulders. "Is that so wrong?"

"Is that the machine you used to suck the life out of your audience?" questioned Ben.

"I call it the Psyclown," Zombozo displayed his machine with a flourish. "Clever, eh? Soon I'll be taking my act to the big cities: New York, Hollywood, Gotham – okay, maybe not Gotham, that Joker guy creeps even me out. But just imagine it: millions of people laughing for me, feeding me, making me stronger.

Ben finally raised his head and stared down Zombozo without looking away in fear.

"I want my cousin back!" Ben demanded.

"Cousin," said Zombozo, leaning forward and practically spitting the word in Ben's face. "Oh, didn't you hear? She ran away with the circus!"

He waved his arms with another flourish and a third spotlight flashed on, revealing Gwen's prone form on the ground only feet away. Her skin was noticeably wrinkled and clinging to her bones, like she had rapidly aged in a short span of time. She was still chuckling, but it was weak and dying like herself. Seeing his cousin, Ben narrowed his eyes and decided right then, right there, that enough was enough.

He stood up, facing Zombozo, as he pressed the button to activate the Omnitrix's core.

"Oh, you're funny," said Ben in a menacing tone of voice. "But I'm gonna get the last laugh."

He slammed down the Omnitrix and in a flash of green light; Ghostfreak hovered over the dark and dreary clown. Zombozo stared at him for a moment, blinked, and shook his head confidently.

"Nice try, kid, but I saw all the tricks," said Zombozo, crossing his arms with a smug smirk. "I don't buy 'em."

" _I just figured out there's something I'm even more afraid of than you,_ " Ghostfreak told him in his faint, raspy voice. Without warning, he clocked Zombozo across the face, wrapping him in his own cable, and went invisible. " _Losing my family to some goofball emotion vampire._ " Zombozo untangled himself and looked around for Ghostfreak, who appeared directly behind him. " _In other words – "_ He flipped Zombozo around and socked him right in his big rubber nose, leaving his knuckle prints as he vanished. " – _you're going down, clown._ "

Zombozo gnashed his teeth furiously; he didn't like it when someone upstaged him in his own circus.

The grim clown hovered to and fro from his machine, inspecting the vastness of his own tent without finding a trace of the ghost (which made sense since he's a ghost). But as Zombozo turned around, a plank of wood swung from out of nowhere and smacked him clean across the face, sending the clown flailing into his own machine. Zombozo smashed through the main section of his Psyclown, which caused the machine to malfunction and inevitably explode. All of the souls that Zombozo had collected were scattered and free to return to their own bodies such as Gwen, who instantly returned to her naturally youthful state.

Zombozo groaned as he climbed out of his machine, leering at Ghostfreak as the Ectonurite floated in front.

"I'm warning you to get back," Zombozo tried to sound threatening, but his words came out weak.

" _You want to see something really scary?_ " Ghostfreak hissed.

What happened next was too horrifying to be written into words, but what could be said was that Ghostfreak pulled away the sections of his skin and ushered something truly…frightening. So frightening, in fact, that Zombozo, who received a full look at what lurked inside the depth of the Ectonurite, suddenly flew back in terror, smashed into his machine, and dropped to the ground. The grim clown backed away from Ghostfreak as he floated closer, shivering in terror.

" _Aw, now don't tell me you're afraid of old Ghostfreak,"_ said Ghostfreak mockingly.

"P-please, no more," stammered Zombozo.

But Ghostfreak wasn't having it. The Ectonurite flashed his claws…and Zombozo blew up like a balloon and popped into a cloud of confetti complete with a honking noise.

" _Whoa, that kinda even freaked me out,_ " said Ghostfreak.

The Omnitrix timed out once the threat had passed and Ben instantly ran to his cousin's side. He shook the redheaded girl by the shoulder for a quick second, earning a stress-relieving groan as Gwen's eyes slowly fluttered open.

"Wha…Ben?" moaned Gwen tiredly as Ben eased her into a sitting position. "Hey…did you ever get that popcorn?"

* * *

Ben and Gwen returned to the Rust Bucket later and found out that when Zombozo's machine had been destroyed, Grandpa Max was lively again and Trixie was in control of her emotions (though Ben was honestly going to miss the scardy-cat phase). They had wasted no time calling the police and sent an anonymous tip about the circus pilfering towns, which meant they needed to get out before the boys in blue showed up. Trixie was once again in the driver's seat while Max rested in back with his leg propped up, being nursed by Gwen, while Ben rode shotgun.

"You feeling okay, Trixie?" asked Ben.

"Better than I've been in the last four hours," answered Trixie, back to her usual nearly-monotone self. "Nice work, by the way, Benjamin. Scaring away your fear like that."

"Thanks," said Ben.

"Boo!" Gwen shouted, jumping out from behind wearing a clown mask.

"Oh, hi, Gwen," said Ben casually. "Trying out some new make-up? That's a good look for you."

"Aw, you're no fun anymore," Gwen whined, tossing the clown mask and disappearing in back.

"Nicely played," Trixie complimented him with a smirk.

"Thanks," Ben repeated. "Now we can work on your fear of magic next."

"I believe you humans have a specific phase adequate for this situation," said Trixie. "Hell no!"

* * *

 **Next episode: Lucky Girl**


	11. Lucky Girl

**Episode 11: Lucky Girl**

Trixie, for the life of her, couldn't understand why the Tennysons thought it would be a good idea for them to make a stop in New Orleans. On the way into town, Trixie had looked up some facts about the city and came up with a bunch of disturbing information about witches, voodoo priests, and zombies. Most of it was considered local legend and Hollywood propaganda, but given all the weird things they've seen over the summer, it wouldn't be a surprise if any of it was true. And then Ben had the nerve to suggest they visit the local witchcraft museum, if only to see Trixie scared…which she was.

The green-haired girl was staring anxiously at a display of tribal masks said to be worn by voodoo shamans during zombification rituals when Ben came up behind her and grabbed her by the shoulders. Natural, Trixie screamed like a frightened little girl, pulled out of Ben's hands, spun around, and slapped him across the face out of reflex.

"Ow!" Ben whined, rubbing his sore cheek. "Geez, you need to relax. You're way too tense."

"How could I not be when were surrounded by all this m…m…you know?" Trixie stammered. "I don't get how you humans can be so fascinated with something so illogical and unpredictable."

"Well, they're good for birthday parties," said Ben jokingly.

Trixie stared at her partner with a blank expression before marching angrily back to join the rest of the tour group, standing close to Grandpa Max for protection. The group was standing around a pedestal with a protective glass case securing a pristine, iron-bound book with a demonic symbol etched in the covering as the elderly tour guide explained the artifact.

"And behind this impenetrable glass is the recently discovered and only known existing copy Archamada Book of Spells – "

"It contains ancient witchcraft and rituals from the late sixteen hundreds," Gwen explained at the same time as the tour guide.

"Maybe you should work here, dear," said the tour guide irritably.

"Don't let mummy-face get to you," said Ben amusingly, playfully nudging his cousin. "She's probably older than that spell book."

That seemed to have done the trick as Gwen couldn't resist laughing, but her amusement was quickly cut short when a continuous creak echoed through the museum and the building trembled. Before anyone realized what happened, Ben, Gwen, and everyone else in the museum was suddenly lifted off the ground and pinned to the ceiling as if someone had flipped the switch on gravity.

"Something tells me this isn't part of the tour," grunted Max.

"What was your first clue!" screamed Trixie, who looked like she was about to have a panic attack.

From the window below them, a steady stream of red smoke slipped through the crack, circling the air, and stopped in front of the Arcamada Book of Spells. The smoke took a solid form as it approached the ground, becoming a man with a worryingly thin disposition and unnaturally pale skin underneath a black and red robe that was practically draped over his shoulders and a sash with five different charms across his chest. The man had a skull tattooed across his face and carried a wooden staff with a bird's skull on top and a metal ring sliding through the eyes.

"The Arcamada Book of Spells," said the strange wizard. "All of its powers shall soon be mine."

The wizard spoke in a foreign language as one of his charms glowed and the once impenetrable glass case was ripped apart by an unseen explosion; the glass shards flew outwards and nearly hit the Tennysons while missing the magician completely.

As the man wordlessly lifted the book out of the destroyed case with another spell, Ben went for the Omnitrix and pressed the button to activate the core. Unfortunately, the skull-faced magician caught him out of the corner of his eye and waved his staff (the bird's beak opened and a strange light glowed from it). Gravity decided to function properly at that moment and sent everyone plummeting twenty feet from the air.

"Did I mention how much I hate magic?" Trixie screamed at the top of her lungs.

Ben finally got the Omnitrix to open up and slammed down on the dial without even looking at which alien he picked. Fortunately, the Omnitrix decided to be merciful for a change and gave him Fasttrack.

The Citrakayah zipped to the ground before anyone else, raced over to the wall, grabbed the corners of the large hanging banner, and pulled it out to tie the corners around strong supports by the time the first bodies landed. Trixie, Gwen, Max, and the rest of the tourists hit the banner and slid to the ground safely.

"Everyone out!" shouted Fasttrack.

"Don't need to tell me twice!" shouted Trixie; she was the first one out the door.

"…Did she seriously bail on me?" said Fasttrack in disbelief. "I fought a zombie clown for her!"

"Ben, be careful," warned Max as he pulled Gwen to the exit. "You don't know what tricks he has up his sleeve."

"Dude, you want a book, try the library," Fasttrack taunted as he faced the magician.

"I am Hex, the most powerful sorcerer this world has ever known," proclaimed Hex. "I will not be hindered by some cat beast."

One of the talismans on his chest glowed and the wizard chanted in his unknown language as he swung his bird-headed staff across the air. The bird skull opened its beak again and a stream of flames shot out to burn the top corners of the banner. The flaming banner hits the ground and came to life as it started to give chase to the Citrakayah.

Fasttrack quickly turned and raced to the wall where he proceeded to run up the surface while the banner slammed below him. Hex turned his staff up the wall and fired a barrage of red crystals at the speeding alien, but Fasttrack expertly swerved around the assault and bounced off the ceiling to land back on the ground. Fasttrack tried to run at Hex directly, but the dark-cloaked magician waved his staff again and a flash of golden light blinded the Citrakayah, sending him sliding into one of the museum displays.

Hex turned to the downed alien and raised his staff for the finishing blow when a pair of trashcans flew out of nowhere and hit him in the back; he staggered, but does not fall. Gritting his teeth angrily, Hex swirled around and leered at Max and Gwen (Trixie wasn't coming back any time soon).

"Guess we got his attention," said Gwen nervously.

"Kinda wished we hadn't," said Max.

Hex used a silent spell and threw the pair across the floor before turning back to Fasttrack…just as the Citrakayah zipped across the room and punched him across the face.

While the magician struggled to stand, Fasttrack encircled Hex in a blur of motion, repeatedly wailing on the dark sorcerer without him being able to put up a struggle. During one particular punch, one of the charms on Hex's chest fell off and was thrown out of reach. Fasttrack creates a funnel of blue wind that he used to lift Hex off the ground and slammed him back down with enough force to break the floor, rendering the dark sorcerer unconscious. Fasttrack smirked at Hex's downtrodden form before he spotted the dropped charm and takes it when Max and Gwen come up to him.

"Nice job," Max complimented.

"Just doing what I need to do and keeping it low key," said Fasttrack.

* * *

Ten minutes later, Fasttrack was standing outside the museum as a crowd of adoring fans cheered and took pictures of him while the emergency medical team loaded a strapped down Hex into the back of the ambulance.

"Who's your hero?" shouted Fasttrack arrogantly.

Gwen crossed her arms and looks away disdainfully.

* * *

Ben, Max, and Gwen returned to the Rust Bucket later that night after Ben had his literal ten minutes of glory (and found Trixie hiding out in a Mexican restaurant disguised as the mustachioed waiter Enrique). The first thing Ben did when they got back to the RV was pull out his box of summer souvenirs they had collected during their travels: Dr. Animo's transmodulator, a bottle of Muriel's special vinegar, a piece of armor that had fallen off Sixsix, their photos of Sparksville, and the Sumo Slammers game that Trixie stole (and conveniently forgot to return). And now he had Hex's charm to add to his collection.

And, of course, Gwen had to ruin his happy moment.

"All I'm saying is that you didn't exactly stop that creep all by yourself today, okay?" Gwen complained across the table, much to Ben's irritation. "I helped save your sorry butt, but does anybody notice me?"

"Hey, being a hero is not about getting attention," said Ben.

As if perfectly timed, Trixie pulled up Gwen's laptop and replayed the video from earlier of Fasttrack waving to his fans and shouting "Who's your hero?"

"If it's any consolation, nobody noticed me either," said Trixie soothingly.

"That's because you ducked out the first chance you got," said Gwen bluntly.

"And I'm not afraid to admit it," Trixie retorted, sounding almost proud of her cowardice.

"Hey, no offense, but you threw a trash can at the guy," said Ben, trying to argue his point. "That doesn't exactly make you a hero, unlike me."

"Wake up, doofus," said Gwen evenly, looking close to having a meltdown. "The only reason you're a big hero is because of Trixie and the Omnitrix. If I had grabbed the watch instead of you, I'd be getting all the attention and all the cool souvenirs." She pouted and turned to stare out the window.

"She does make a valid point," Trixie agreed. "It could have been either one of you who found the Omnitrix, or even Maxwell. Of course, that a greater multiverse situation that I'd rather not get into."

Looking between the green-haired girl and his pouting cousin, Ben sighed as he took out the magic charm they had gotten off Hex and offered it to Gwen.

"All right, here, take it," said Ben.

"Really" asked Gwen, surprised by Ben's generosity.

"Yeah, I got tons of other stuff," said Ben nonchalantly.

Gwen didn't argue, accepting the magical charm with a feeling of giddiness inside her.

"Gwen, don't you have something you want to say to Ben?" said Max with a proud smile from the driver's seat.

"…You know this doesn't change the fact that you're just plain lucky," said Gwen dryly at first, but manages a small smile in the end. "But thanks."

"You're welcome," said Ben.

* * *

Meanwhile in the traveling ambulance, an EMT is monitoring Hex's vitals on a machine when one of the sorcerer's charms came to life and Hex's eyes flew open, staring distantly at the roof.

"My destiny shall be fulfilled," said Hex ominously.

The back of the ambulance is suddenly blown open by an unseen explosion and the driver brought the rescue vehicle to an immediate stop. The driver leaned closer to his side mirror and spotted Hex floating cross legged through the dense, mist-covered forest with his staff in hand, headed back to New Orleans.

* * *

The Tennyson party had decided to stop for dinner tonight (only because Grandpa Max got outvoted) and they decided to stop by at a local restaurant…that was literally called Restaurant; not the most imaginative of names, is it? Gwen also likened this as an opportunity to show off the magic charm that she had converted into a necklace.

They had gorged themselves on gumbo, jambalaya, and New Orleans's famous crawfish platters, most of which went to Trixie, who compared the crustaceans to food found on Piscciss. By the end of the meal, there was only one crawfish left…and Ben and Gwen exchanged looks in a classic western showdown.

"I've been counting," argued Gwen, not noticing that her charm was suddenly glowing. "You've had eleven crawfish to my nine."

"Sounds like it's time to make it an even dozen," said Ben confidently as he raised his fork.

He takes a stab at the crawfish, only for Gwen to karate chop the fork right out of his hand.

"I don't think so," said Gwen challengingly.

Without either of them realizing it, Ben's fork flies across the room and ends up stabbing a passing waitress in the ankle, causing her to jump at the sharp pain and send the glasses she was carrying flying into the air. One of the glasses somehow managed to lodge itself in the crevice of a chandelier, doing a full rotation, before flying into the open window of the kitchen and hitting one of the chefs in the back. The chef jumped up and unconsciously paced back into a cart carrying a bowl of live crawfish and sent it out the door. The cart slid all the way to the Tennyson table and flipped the bowl right on Ben's head. While the boy slumped in his seat, Gwen took the opportunity to collect the last crawfish and eat it with a smug expression.

"Okay, now I'm full," said Gwen.

"But they're not," groaned Ben as one of the live crawfish start to slither up his nostril.

Ben cried and fell over himself onto the floor, much to the amusement of Max, Gwen, and Trixie. But in the middle of her laughter, Gwen looked down and noticed the sharp glow of her new necklace just before the light died away. The redhead clenched the charm in her hand, shooting a worried look and hoping no one had noticed.

* * *

Meanwhile, Hex had returned to the witchcraft museum hell bent on finishing what he had started.

He effortlessly handled the only guard left in the building, plastering him to the wall, while he tore his way through the museum. He tossed many books and priceless artifacts aside with his magic, but his impatience grew with every second that he did not find what he is looking for. Hex momentarily considered burning down the museum just to brush away the rubbish and find the real prize, but he was a man of tact – not a common criminal. So instead he turned back to the hanging guard, drawing him closer with a levitation spell and leered with his yellowish voodoo eyes.

"The Arcamada Book of Spells!" demanded Hex.

"We uh…locked it in the vault," said the guard nervously, pointing to the safe.

Hex walked towards the vault – leaving the guard hanging with the blood rushing to his head – and brushed aside everything else in his path with magic.

With a single incantation from the wizard, the metal vault bended and crunched until it was ripped from the wall, carelessly tossed over Hex's head into more priceless artifacts. The dark sorcerer raised his hand and drew the Arcamada Book of Spells from the smoke, flipping through the pages with a twitch of his fingers.

"Yes…," said Hex in a low, gratifying voice. "Soon my power will know no limits!" He raised his fists to the heavens as he began to draw upon the divine magics of the Book of Spells…only for the Book's magic to reject him and return to its pages, snapping shut in Hex's skeleton face. Bewildered and confused, Hex looks down and realizes the problem. "One charm is missing….Of course, the battle with that speed creature. Well, this problem shall be reprimanded soon enough."

* * *

After dinner and a show, the Tennyson party headed out to the market street where they sold many New Orleans's specials (and some things that probably should be considered illegal).

"You know, in all my travels, I never actually saw a crawfish climb in someone's nostril until today," said Max as he laughed while playfully messing his grandson's hair.

"Glad I could make your day, grandpa," said Ben with a grimace.

"By the way, thanks again for the charm," Gwen joined in. "I feel like I should get your something in return."

"Well, that's nice of you," said Trixie, turning her head to Ben and elbowing him. "Isn't that nice, Benjamin?"

"Yeah, yeah," said Ben uncaringly.

Gwen spotted a nearby hot dog cart and ran over – everybody knew Ben loved food made from highly questionable and highly unsanitary meats. But just before she could order anything, there was a sharp cry across the road.

"Help! They stole my purse!"

It was cliché as heck, but a group of three teenage thugs had for some reason thought it would be a good idea to steal an old lady's purse (which was really stupid in retrospect since nobody carried paper money these days). And of course, Grandpa Max was the first one out in front of the lowly street punks, holding his hand up to stop them.

"That's far enough," said Max seriously.

"Yeah, who's gonna make us? You, pops?" said the street punk conceitedly.

"Actually, him and a close personal friend, Diamondhead," muttered Ben. He ducked behind the hot dog cart as the street punks pulled out rusty pipe weapons, pounding the button furiously on his watch when the core refused to raise up. "Come on, come on, work!"

"The Omnitrix is still recharging from your battle against Hex," said Trixie, ducking down to meet Ben. "It's never been tested against magic before, so there's a good chance that Hex's spells might have affected the calibration matrix and the loading timer."

"Now you tell me!" snapped Ben.

"Well, excuse me if I don't make an effort to go looking for creepy dark sorcerers!" retorted Trixie.

"Hey, that's a nice necklace you got there, little girl," said the street punk, taking an interest in Gwen's charm.

Gwen tentatively backed away while Max stepped in between the street punks and his granddaughter. Ben continued to fumble with the Omnitrix without getting any results and Trixie prepared to step out into the open as she drew upon the Pyronite DNA. But before anyone could make a move, Gwen's charm suddenly glowed just as it did back in the restaurant. Gwen seemed to be the only one who noticed the charm's glow when Ben suddenly jumped out, having given up on the Omnitrix, and pushed Gwen out of the way for her own safety.

Incidentally, Gwen ended up stumbling backwards into a juggler riding on a unicycle, knocking the man off his one-wheeled vehicle and sending the unicycle flying into the face of one of the street punks while the pins smacked the head of the leader. While the leader was disoriented, Max came up from behind and trapped him in a headlock. Only one street punk was left and he looked to be the biggest and the stupidest as he leered down at Ben.

Trixie ran over to join her partner when she accidentally stepped on a fallen mustard bottle and unknowingly squirted it into the hot dog vendor's eye. The vendor cried out and accidentally kicked his cart, causing it to fly by past Trixie and Ben and slam into the third punk. And just as his friend was knocked out by the runaway cart, the first thug that had been beaten earlier started to sit up when a precariously placed potted plant on a balcony railing suddenly tipped over for no apparent reason and smashed over his head, knocking him out again.

The incident was over just as quickly as it started, but that didn't make it any less confusing. Ben and Trixie were literally scratching their heads about what happened while Gwen looked down at her charm just as it lost its glow.

"Huh, cool," said Gwen.

"This little girl is a hero, officer," the robbed old lady told the policewoman that only now showed up.

"Who? Me?" asked Gwen, surprised that she was being credited for a change. "Just lucky, I guess."

As the policewomen started to arrest the street punks, Gwen tilted her head and peered through the crowd to a stand selling masks. She subtly smiled – an idea was forming.

* * *

The next morning, the Rust Bucket was parked near a construction site, but that wasn't the reason why Ben was having a difficult time trying to sleep in; it was his grandfather's snore. The jackhammers, cement mixers, and loud machinery Ben could deal with, but Grandpa Max's snoring was somehow louder than all of them put together. Ben tried blocking his ears with pillows, but the snoring was still coming through. He contemplated about stealing Trixie's earplugs for a moment, but he didn't want a repeat of New Jersey (she still hasn't gotten rid of the smell). Groaning, Ben flipped over on his bunk and calls down to his cousin.

"Hey, Gwen, you got a mega-sized cork on you?" asked Ben irritably. Surprisingly enough, he didn't get a snappy retort. "Gwen?"

Ben leaned down to check on her, but found Gwen's bunk empty. He pondered for a moment where she might have gone when he heard something amidst all the snoring and construction work: it was a ball bouncing.

Gwen was on the nearby basketball court dribbling the ball while her charm was consciously activated. She paused for a moment before throwing the ball in the net behind her without looking. The ball missed the basket completely and ended up rolling across the Rust Bucket roof, bouncing off the antenna, rebounding off a power pole, sliding across the wire, and seamlessly falling into the hoop.

"Nothing but the bottom of the net again," said Gwen proudly.

"Okay, we are definitely not playing horse," said Ben with a surprised tone as he picked up the ball.

"Give me the ball," Gwen demanded, reaching for it.

"Not till you tell me how you did that," said Ben, keeping the ball out of her reach.

"What can I say? I'm charmed." Gwen returned smugly, referring to her necklace. "It's like every time it glows, everything just goes my way."

"Well, don't go telling Trixie about it," said Ben. "She might actually have a stroke."

"Who would have a stroke?" asked Trixie as she and Max stepped out of the Rust Bucket.

"Nothing!" said Ben and Gwen quickly in unison.

Trixie raised her brow suspiciously – since when did those two agree on something? But the Tennyson cousins were fortunately saved from an interrogation when an explosion went off at the nearby construction sight (which was an oddity itself considering they didn't have anything that could cause an explosion). From their position on the ground, the Tennyson party could see two workers dangling from a lift several stories up when one of the cables had snapped. Ben's hand immediately flew to the button on his watch, thankfully able to activate the core this time.

"Time to watch a real hero at work," said Ben; he just wouldn't let last night go.

"Yeah, me," said Gwen as her charm started glowing again. "I'll be right back."

As Gwen ran back to the RV, Ben turned to Trixie looking for an explanation, but the green-haired girl just shrugged her shoulders. The screams from the dangling workers made Ben decide it wasn't worth pondering and slammed down the core before he even realized what he had selected. By a stroke of good luck, Ben ended up turning into Jetray when the light died down. Trixie and Max step back when the Aerophibian blasted off into the air when they heard another scream coming from nearby.

"Help! Somebody! Over here!"

There was a man trapped inside his truck, nearly crushed to death by a giant metal bar that had smashed on the roof. Trixie started to run over and summoned the DNA of the Petrosapien in her right hand when someone suddenly jumped in front of her, blocking her off.

Wearing a purple jumpsuit with a similarly colored sash and a decorative cat mask, it didn't take much thought to figure out who had that particularly bright shade of red hair or that magical charm around her neck.

"Gwendolyn?" said Trixie strangely, tilting her head in confusion.

"It's Lucky Girl, Trixie," said Gwen, I mean Lucky Girl. Trixie's face seemed permanently slapped with a dumbfounded look, which was probably the reason why she did nothing as Lucky Girl ran past her to the damaged truck. "Stay calm! I'm gonna get you out of there!"

Lucky Girl started looking around for something she could use to help when her eyes fell upon a set of uncut wooden planks thrown over a pair of work tables. Lucky Girl hatched a plan, or rather subconsciously activated the magic inside her lucky charm.

Lucky Girl ran over to the benches and jumped on the end of one of the planks, sending the others flying over the air behind her. One of the planks smashed through the window of a demolition crane, bouncing off the seat, and hits one of the levers. The crane's wrecking ball dropped from above, hitting one end of the metal bar, and flung it away, allowing the worker to safely exit the truck. But in the process, the metal bar smashed the button to the elevator and sent it flying towards the top.

Meanwhile, Jetray flew through the air and hovered a few feet away from the terrified workings dangling from the lift.

"Just hold on," Jetray told them calmly. "I'm gonna get you – wait, what's that noise?"

The Aerophibian looked down just moments before the elevator smacked him from below, carrying him to the top floor until it came to a sudden stop and launched him through the air. Jetray, disoriented from the unexpected attack, fell freely through the air, smashing a bit of the construction work and causing debris to fall towards Lucky Girl.

"Gwen – I mean, Lucky Girl – move!" Max warned her.

Lucky Girl heeded the advice and ran away from the falling debris, tap dancing around the wreckage until she was near the cement mixer and threw herself inside. Once again, she unwitting set off another chain of events, this time releasing the truck's breaks, causing it to roll back and hit a giant metal chute. And on the opposite end of karma, Jetray, who was still a little disoriented as he clung to a piece of rope for dear life, got smacked upside the head by the chute and was catapulted off the building…right into the cement mixer. The aerophibian splashed and sputtered as he tried swimming out of the swirling cement – good thing he didn't pick Heatblast. And at the same time, the metal chute leaned against the building directly underneath the dangling workers.

"Slide down the chute!" yelled Max.

The dangling workers listened and fell inside, sliding down to a set of cushioned protectors that the workers laid out underneath at the last minute. The workers looked immensely relieved…unfortunately, Jetray did not share the feeling. The aerophibian frowned as he tried to wipe off the wet cement clinging to his thin skin when he noticed that a large crowd surrounding Lucky Girl, including a camera crew and a news reporter.

"How did you manage to pull off this amazing rescue?" the reporter asked Lucky Girl.

"With style, of course," said Lucky Girl smugly, waving at the camera. "Who's your hero?"

"You heard it here first, live," said the reporter, turning to the camera.

"Lucky Girl…," Jetray grumbled under his breath. "Just a cheap show off…."

* * *

Back in town, Hex floated his way through downtown New Orleans without anyone batting an eye at the strangeness; suppose they were just used to it by now. He was vehemently searching for his missing charm when he heard the news report blaring from the televisions of a nearby electronics shop.

" ** _An exclusive on the scene interview with our city's very own –_** "

" ** _Lucky Girl!_** " her voice echoed across the multiple screens.

But Hex drowned out the pointless chatter of Lucky Girl's interview and focused all his attention on the familiar charm dangling around her neck. His charm.

* * *

The Tennyson party was on the move again as Max drove the Rust Bucket through the city, not really having a destination in mind and really just looking for something to do (there always was where the Tennyson's were involved). Trixie, for obvious reasons, was keeping her distance from Gwen once she figured out that the lucky charm was filled with magic. Whenever Gwen entered one area of the Rust Bucket, Trixie would immediately make an excuse to be anywhere else. Gwen would feel insulted if she wasn't riding a fame high from this afternoons TV interview. Instead, she immediately went to her laptop and started pulling up everything she found about her charm, much to Ben's annoyance.

"I cross-referenced the Arcamada Book of Spells with dark magical charms and look," said Gwen, turning the laptop to show everyone. "It's part of a set called the Charms of Bezel. The charm I'm wearing is for luck. There are also charms for fire, levitation, and reincarnation."

"Whoa, those are the charms Hex wore at the museum when Fasttrack kicked his butt," said Ben in recognition.

"That's why he wanted the Book of Spells," said Gwen thoughtfully. "But it says all the Charms of Bezel must be used for the spells to be at their full power. Oh well, his loss is my gain."

"I'm afraid more like 'was'," said Max. "We need to turn that charm into the museum."

"No fair!" Ben and Gwen complained in surprised unison. "Not before I – "

" – try it," said Ben.

" – use it again," said Gwen. "The world needs someone with the power of Lucky Girl."

"News flash! I'm the only one with powers!" stated Ben harshly.

"Well, you can make that one a two now!" said Gwen, standing up to Ben at full height with a fierce glare.

"All that stuff you did, it's not you, it's that charm," retorted Ben.

"It's not you either!" Gwen snapped. "Trixie's the one with the real powers. You're just borrowing them with that watch!"

"You're just jealous of me!" yelled Ben.

"Am not!" Gwen called back.

"Are too – times ten!" howled Ben.

"All right, that's enough out of you two!" snapped Max with some mild irritation. "You two both need a time out! Both of you go to your corners!"

Yes, Ben and Gwen had their own respective time out corners, something Grandpa Max had arranged within the first week of summer when an argument between Ben and Gwen burned a minimart to the ground. The Tennyson cousins exchanged final glances before turning with a huff and walked away. Ben went to the back of the Rust Bucket and sat on his bunk, which was also occupied by Trixie in an attempt to put space between her and the magic charm. The green-haired girl only looked up from her book briefly as Ben flopped down with his arms crossed and his lips in a pout. Trixie said nothing to him and went back to reading her book…and of course, Ben was the first one to speak up.

"Can you believe her?" Ben complained. "She's so selfish. That charm should be mine – I'm the superhero, not her. You agree with me, right?"

"I know you don't want to hear this," said Trixie, not looking up from her book, "but I'm on Gwendolyn's side."

"What?" Ben sputtered, flabbergasted. "Why?"

"Benjamin…," Trixie heaved a heavy sigh, marking her page and setting her book aside. "Look, this has nothing to do with Gwen being selfish or trying to spite you. It's just…you have been blessed with the chance to wield the most powerful weapon in the galaxy – a one-in-a-million chance that could have happened to just about anyone. Every day you're out there saving lives, fighting villains, and earning the admiration of people. And the whole time, no matter what Gwendolyn does to help, she will always be in your shadow. She's not selfish, Benjamin, she just feels unappreciated."

"Hey, I appreciate her," said Ben, though not as harsh as before.

"Do you though?" asked Trixie. "You probably don't notice it yourself, but you always treat her like a sidekick instead of a partner. Just last night, you took all the credit for Hex's capture and didn't even thank Gwendolyn or Maxwell after they helped you. This Lucky Girl thing, even if I don't particularly like it, it's the only way for Gwendolyn to feel like she's actually doing something. It makes her feel like…like she matters. Do you understand?"

"…I guess," Ben mumbled, feeling rather guilty now. He didn't realize that Gwen felt so left out. Sure, they didn't get along all that often, but he still cared about her…in his own little way.

" ** _And in the news of the weird,_** " the Rust Bucket's radio carried through the RV, drawing everyone's attention, " ** _reports are coming in of the famed haunted history mansion has come alive, trapping dozens of visitors inside._** "

"Grandpa/Maxwell!" Ben, Gwen, and Trixie yelled from their respective places.

"On it!" Max replied, slamming his foot on the accelerator.

* * *

The Tennysons made good time arriving at the Haunted History Mansion in a matter of minutes (convenient how things work out that way). Ben is the first one out of the Rust Bucket, looking around cautiously for signs of troubles as he reached for the Omnitrix. However, Gwen, in full Lucky Girl attire, shoved him out of the way.

"Back off!" Lucky Girl snaps. "I'll handle this!"

"Gwen, don't go running off like – " Ben tried to warn her, but she was already running up the stairs, earning a groan from him. "Ugh, is this what it's like to deal with me all the time?"

"For the most part," said Trixie, leaning out the door. "Well, good luck in there. If you need me, I'll be hiding inside, away from all the freaky magic stuff."

And with that, the green-haired girl slammed the door. Ben and Max exchanged bewildered looks for a second before chased after Lucky Girl, who was recklessly running headlong into the haunted mansion.

Ben and Max caught up to Lucky Girl as they make their way inside, ducking past the horde of screaming tourists running away. Just as the report had said on the radio, the mansion seemed to have come to life; the chandeliers swerved dangerous in circles on the ceiling, the staircase was rattling and shifting between steps, and the railing of the second floor was tilting back and forth, threatening to throw off the group of tourists hanging on for dear life. Ben, Max, and Lucky Girl were distracted by the endangered people that they failed to realize the man who conjured this house of horrors was waiting calmly behind the tattered curtains above, leaning against his staff with a knowing smirk on his skull-like face.

"I knew you couldn't resist, Lucky Girl," said Hex with a soft chuckle.

Hex's staff glowed with life as his silent incantation continued to animate the haunted mansion. The second floor balcony lurched forward again, throwing the people against the railing and nearly sending a woman over had she not been grabbed by her husband at the last second. Ben once again reached for the Omnitrix, but Gwen noticed this and shoved him out of the way again, distracting him from the watch.

"Everyone stay calm!" Lucky Girl called to the tourists. "Lucky Girl is in the haunted house!"

The masked luck seeker made a run for the staircase, doubtlessly running up to the second floor to save them, but Hex had other ideas. He once again cast a silent spell and one of his Charms of Bezel glowed.

Halfway up the staircase, the wooden planks of the steps ripped apart and flew across the room, but only a second too late because Lucky Girl had already flown by. Unfortunately, the planks were sent flying towards Max and Ben, who jumped away at the last second before the boards cracked against the wall. Ben ducks behind one of the support beams, finally in a safe place to activate the Omnitrix's core.

"You can't count on luck forever," said Ben. "You also need a little skill."

While Ben transformed out of sight, Lucky Girl nearly made it to the second floor landing when the entire staircase and the balcony was ripped out of the wall and floor by Hex's magic. Hex whipped Lucky Girl and the tourists around the air with his staff until the masked charmer lost her grip on the railing and is thrown off. Lucky Girl's charm activated again and the masked heroine flipped around the air to land safely on a high pillar, but was unfortunately stranded in the middle of the room as well.

Meanwhile, Hex moved the balcony to the middle of the room and tipped it sideways, causing one of the tourists to slip and fall off; Max rushed underneath the woman and caught her before carrying her way to safety. But just as the rest of the tourists were about to lose their grips, the balcony is suddenly tilted backwards into a straight up position, allowing the group to safely put their feet back on the floor. Lucky Girl looked perplexed and leaned down from her perch.

A pair of molten-yellow hands were gripping the support beam of the balcony, causing the wood to hiss at their touch, while Heatblast leaned his fiery head to look up at Lucky Girl.

"A little help here, Lucky Girl," Heatblast grunted. "This isn't exactly my strongest alien, ya know."

"Oh, so now you need my help?" said Lucky Girl spitefully. "I thought you said I wasn't a hero, remember?"

"Look, I'm sorry, all right?" Heatblast apologized, his voice becoming more strained. "I shouldn't have said that…but right now isn't the time for arguing. Someone needs to help these people and I'm a little busy holding this thing up. So if you don't mind – "

"On it," Lucky Girl agreed.

Lucky Girl looked around for anything to help and immediately spotted the hanging chandelier only a few feet away. She took a deep breath…then leaned back to tilt the pillar before leaning forward again and throwing herself into the air. She only just managed to grasp the bars, swung towards the section of the balcony, and threw up her feet, barely catching herself on the edge next to the hostages.

"Everybody grab hold!" Lucky Girl instructed.

The tourists didn't need to be told twice; they practically threw themselves at the chandelier, grabbing the metal bars like Lucky Girl, and swung back to the center of the room. Meanwhile, Hex swung his staff across the air and tossed the balcony section away, which simultaneously threw Heatblast across the room into a wall that barely missed the woman that Grandpa Max had saved earlier.

Lucky Girl looked down at her cousin in concern, but she had more pressing matters to worry about, namely the weight of everyone ripping the chandelier out of the ceiling and causing them to drop fifteen feet towards the ground. Thankfully, Lucky Girl's magic charm was still in effect and the chandelier's wire went taut, stopping their descent just a few feet short of hitting the ground. It took a few seconds for everyone to realize that they weren't splattered all over the ground and the tourists made a quick dash for the exit…which immediately slammed shut behind them.

A moment later, Lucky Girl felt a sharp tingling sensation caressing her hands and looked down to see a strange energy field covering them. She was unprepared as the energy pulled at her wrists, carrying her through the air until she floated helplessly in front of Hex, who finally decided to come out of hiding. With a loathsome grimace, Hex tossed the heroine aside and levitated after her.

"Give me my charm!" Hex demanded.

Once again, Lucky Girl's charm turned the situation into her advantage as the masked heroine hit a large hanging curtain and pulled it down with her as she landed on her feet. Lucky Girl ran out of the way as Hex touched down to the floor and the curtain covered him while simultaneously knocking over a suit of armor that fell on his head.

"You should have said please," said Lucky Girl smugly.

However, a flash of yellow energy exploded underneath the curtain that sent the armor flying across the room and tore the fabric apart, displaying Hex at full height, completely unharmed. Lucky Girl made an audible gulping sound before pivoting on her feet and running down the closest hallway as Hex slowly followed with an unamused expression.

Lucky Girl turned left at the end of the hallway and ran into a lavish study complete with a roaring fire and a stereotypical rich person bust. The one thing it lacked that Lucky Girl sorely needed right now was an exit, especially with Hex right on her tail.

"Oh, now what?" groaned Lucky Girl, resting her hand on the bust. Once again, the charm's magic guided her into pulling back the bust's head and revealing a hidden button. "Wow, that is so Adam West Batman. They have Bat-Shark Repellent around here too?"

All joking aside, she pushed the button immediately when she heard the flapping of Hex's robing coming from the hallway behind her.

The secret switch revealed a hidden panel behind the opposite wall, opening up an entrance into what looked to be an abandoned cave system (yeah, this was totally Batman's place, thought Lucky Girl). The tunnel was pitch black and there was a lot of dripping noises, but Lucky Girl decided she would rather take her chances with a dark spooky cave rather than go head-to-head with Hex.

And speaking of whom, the dark sorcerer had little trouble figuring out where Lucky Girl had run off to – she had left the secret passage way open behind her. Hex smirked confidently as he floated down the damp caverns after his prey.

* * *

The secret caverns lead to a series of wide catacombs that were still…occupied from some of its former residents. Lucky Girl fought back the urge to bile as she ran through hallway after hallway of open crypts housing the crumbling corpses of hundreds of people that had probably been here since the 1800s. And the fact that their bones were being…used…by snakes, rats, spiders, and various other creatures of the darkness didn't make her stomach feel any less queasy. Lucky Girl didn't know how long she had been running, but she couldn't see or hear Hex anywhere behind her, so she assumed that meant she was safe for the moment and stopped to catch her breath.

Unfortunately, she realized too late that the reason why Hex wasn't behind her…was because he right beside her, on the other side of the wall.

Hex sensed her immediately and started casting a spell to blast Lucky Girl apart when her charm once against shifted the odds in her favor. Lucky Girl unconsciously leaned against one of the rock in the wall and unwittingly pushed it out of place, landing right at Hex's feet. The dark sorcerer stared at the stone curiously until he felt the cavern rumbling underneath his feet and looked up as the tunnel began to collapse on top of him, burying him under feet of stone and concrete. Lucky Girl managed to avoid a similar fate by hopping into one of the crypts, not realizing that she was lying directly next to one of the rotten skeletons until after the rumbling had subsided. The masked heroine screamed and hopped out like the frightened little girl that she was.

Lucky Girl brushed herself trying to get corpse germs off of her when she noticed that a section of the tunnel hadn't fully collapsed. Hex had cast a spell creating a shield around him, holding the fallen stones at bay. Hex raised his head and sneered at Lucky Girl, who decided the best course of action now was to run away.

Lucky Girl turned the corner and rushed down the corridor when Hex came floating after her, releasing a blast of magical energy from his staff. Once again, the lucky charm saved Lucky Girl's life by causing her to trip on an uprooted rock, making her fall to the ground while the magical blast flew over her head. By a stroke of good fortune, the magical energy blasted open a hole in the wall that led outside through which Lucky Girl could escape. But on the unfortunate side of things…the path led to a graveyard.

"Oh you have got to be kidding me," Lucky Girl complained.

She could hear Hex's cloak flapping close by, so Lucky Girl immediately ran into the cemetery past rows of tombs and crypts and ducked behind one of the thickest trees there.

Lucky Girl took a deep, calming breath before cautiously peeking around the trunk. Hex was walking through the graveyard like he was taking a sunny stroll through the park, his cloak flapping in the wind and the shadows of the trees partially concealing his figure, making him resemble something like the Grim Reaper. He was walking straight towards her – he must have sensed her or maybe the charm. She knew she had to run away…so why couldn't she move her feet?

Before Lucky Girl realized what was happening, the trees branches suddenly came to life and lifted her off the ground by her feet, dangling her while more branches slithered around her body to form a cocoon. One of the branches slithered around her neck and ripped the lucky charm from her necklace.

"No!" cried Lucky Girl.

The branch tossed the lucky charm and Hex snatched it out of the air. The skull-faced magician leered at her one last time before the branches sealed her completely….

Lucky Girl doesn't know how long she had been trapped inside the wooden cocoon – she must have been knocked out some time after being sealed inside because the next time she opened her eyes, she found Heatblast burning off the branches with his touch with Grandpa Max beside him.

"Oh, thanks," said Lucky Girl gratefully as Heatblast burned the rest of the branches.

"Where's Hex?" asked Heatblast.

Grandpa Max surveyed the area and spotted the dark magician not too far from where he had tied up Lucky Girl, levitating in the middle of the graveyard with the Charms of Bezel on his breast and the Arcamada Book of Spells opened in front of him. A sinister smile stretched across Hex's lips as he felt the rush of magical energy flowing through his body.

"Time to turn this city into an old memory!" said Hex wickedly.

Hex chanted a single incantation from the Book of Spells and the effects of his magic were immediately felt across New Orleans.

A swirling vortex of darkness appeared in the sky and lightning shot down from the clouds, striking the Earth like the wrath of the gods. Cars exploded, rooftops were ripped apart, the wind carried destruction, and those unfortunate enough to be wandering the streets at night where pulled into the air into the vortex. Only a few minutes with the spell and Hex had already brought New Orleans to a state of fear – he couldn't wait to try out the rest of the book.

However, just as Hex started a new incantation, Heatblast shot through the sky like a rocket and tackled Hex into one of the mausoleums. Without the nightmarish wizard to control the spell, Hex's enchantment quickly evaporated. The clouds dissipated, the winds died down, and the people who were dragged off fell to the ground…and shattered more than a few bones.

Lucky Girl and Max rushed down the stairs to where Heatblast was fighting, but the Pyronite threw up his hand as a warning.

"Stay back!" said Heatblast.

Hex had recovered and stood atop another mausoleum, one decorated in large stone statues; his staff and charms all glowed with magical energy.

"You dare challenge me?" Hex questioned in annoyance. "You shall suffer for your arrogance."

The dark sorcerer chanted in his unique language and summoned a crimson mist from the mouth of his staff, drifting through the two gargoyle statues on either side of him and the massive Minotaur statue below him. The crimson mist wafted through their mouths and nostrils and their eyes suddenly glowed red with life, turning their heads and shaking their shoulders with the cringing sound of stone rubbing against stone, all three of the monster glaring at Heatblast. The gargoyles flapped their wings and took flight with the Minotaur walked directly towards the Pyronite, its footsteps causing the ground to rumble violently.

The smaller of the two gargoyles flew up to Heatblast's face and the Pyronite swings his arm at it, but the stone monster flaps out of his reach and swiped its claws across Heatblast's face, cutting deep across the stone that made up his head. Heatblast punches the smaller gargoyle out of the way when its bigger relative flew down and whipped its tail at Heatblast's chest, throwing him on his back across one of the tombs. The large gargoyle climbed on top of him and Heatblast struggled to hold the monster back by its shoulders, but the gargoyle leaned forward and snaps it powerful jaws on his neck.

"Get off me, you granite freak!" yelled Heatblast.

The Pyronite blasted the gargoyle in the chest at point blank range and sent the stone monster flying across the cemetery. Heatblast groaned painfully as he slowly stood up when the Minotaur blindsided him. The stone Minotaur carried Heatblast across the yard and slammed him through the wall of a crypt, bringing the whole building crashing down on top of their heads.

Already knowing he had succeeded, Hex raised his staff and started to perform the incantation again, summoning the swirling vortex to blot out the moonlit sky and spark lightning across the clouds. But once again, he is hindered when someone threw a rock at his shin, causing Hex to drop his staff on instinct. Hex ground his teeth in irritation; he wasn't surprised in the least to see Lucky Girl and Max below him.

"Luck only takes you so far, Hex," said Lucky Girl, tossing a rock up and down in her hand. "You also need skills to back it up."

She tossed the rock and landed a clean shot between Hex's eyes, knocking him unconscious and causing him to fall over and hit the ground. But even with the caster knocked out, Hex's magic continues to persist in the stone creatures.

The smaller gargoyle minion noticed its master lying on the ground, locating Lucky Girl and Max a few feet away, and immediately comes to the idea that it must attack them. Lucky Girl immediately took off, but Max showed an impressive display of physical fitness as he lifted a steel pipe attached to a cement block over his shoulder, waiting until the gargoyle is close enough before taking a swing at it. Like his granddaughter, Max nailed a clean shot on the gargoyle and smashed it to pieces.

"I knew I should have gone for the major leagues," Max quipped amusingly.

Meanwhile, the Minotaur statue is thrown back by a massive fireball, nearly smashing into its remaining gargoyle ally and crashing through a small church in the middle of the graveyard, bringing the building down on top of it. The Gargoyle looked perplexed, turning back to the fight as Heatblast emerged from the rubble with a stone sword resting on his shoulders. But Heatblast didn't stop there; he used his natural pyronite powers to infuse the weapon with his body natural rock composition, transforming it into a flaming magma sword.

"Neat trick, right?" said Heatblast, chuckling amusingly.

The large gargoyle snarled and jumped at Heatblast while the Minotaur statue emerged from the ruins of the destroyed church. The Pyronite waited patiently until the gargoyle was close enough before swinging his magma sword, slicing through the monster's body so clean like a hot knife through butter. He could feel the rumbling of the Minotaur's footsteps from behind and sharply pivoted his foot, turning to face the beast, and then stabbed his weapon through the statue's chest. The Minotaur stopped in its tracks, making noises like it could actually feel the burning pain, before Heatblast lifted the magma sword up the Minotaur's chest and through its horned head, slicing it completely down the middle. Heatblast stood back as the monster crumbled to dust at his feet, looked at his magma sword thoughtfully for a moment…and then threw it away – not like grandpa would let him keep it in the Rust Bucket anyway.

With Hex and his minions out of commission, Lucky Girl took Hex's charms off his chest just as the dark sorcerer started to recover. He blinks owlishly as he looks up, noticing that the mask heroine had taken his sash, and reached out to her with an angry roar. Heatblast grabbed Hex's wrist before he could touch the redheaded girl and lifted him off the ground.

"Time for the magician to disappear," said Heatblast.

Heatblast threw him into a wall where he slumps into an empty stone coffin. Before he could recover, Max quickly pushed the lid into place, sealing him inside.

Now with the bad guy beaten, they only had one piece of business left. Heatblast and Max turned to Lucky Girl, who was still holding the Charms of Bezel.

"I could fly, shoot out bolts of electricity, bring trees alive – I'd be unstoppable!" said Lucky Girl enthusiastically…before throwing the charms to Heatblast. "Or I could just be me. Go on, Ben, destroy them."

"You sure?" asked Heatblast with some concern.

"It's better than letting them fall into the wrong hands again," said Lucky Girl sagely.

Heatblast seemed to hesitate for a moment, as he held the Charms of Bezel in his massive hands. But, ultimately, he conceded to Lucky Girl's wishes.

He tossed the sash high into the air and blasted the charms with his most intense fireball. They could hear the charms shatter and watched as their energies flowed into the sky, creating a random show of light in the clouds.

* * *

When Hex was released from the coffin by the police an hour later, the Tennysons were already back on the road again. Ben and Gwen poked their heads out the back window hoping to get a good luck at Hex's face when the cops arrested him while Trixie joined Max in the front, relieved that she would have to deal with this magic business any longer.

"You know, you two make a pretty impressive team," Max complimented his grandchildren.

"Made," Gwen emphasized sadly. "Now that my power's history, I'm back to being boring old Gwen Tennyson."

"Well, that's not bad thing," said Ben sincerely. "If you ask me, I think Gwen Tennyson is way cooler hero than Lucky Girl."

"Really?" asked Gwen, raising her brow in suspicion. "I thought you were the only hero."

"Well, it wouldn't be the first time I was wrong," said Ben joking before taking a moment to be serious. "Look, I'm sorry for what I said. Trixie had to explain it to me, but it wasn't right for me to treat you like some kind of sidekick. You do a lot of awesome things that I never could and…well, I just want you to know that…I do appreciate your help, Gwen."

"Huh, maybe we could get Trixie to write a book on manners for you," said Gwen mockingly. "But seriously, thanks. That's all I really wanted to hear….Still, I'm gonna miss being Lucky Girl."

"Maybe you don't have to," said Ben with a mischievous smirk.

Gwen looked at her cousin strangely when he started digging through his pocket and pulled out….

"My lucky charm!" Gwen gasped, accepting the trinket when Ben handed it to her. "But how did – but I saw you – "

"I swiped it before I destroyed the rest," said Ben, feeling very proud of himself. "Grandpa was right; we do make an awesome team. There's not a bad guy in the universe that can take on Ben 10 and his partner Lucky Girl!"

Gwen had no words to say for the incredibly amazing gift that Ben had just given her, so she settled for just hugging the life out of him while squealing like a teenage fangirl. Ben yelped and tried to push her away, but Gwen was like an octopus; she just wouldn't let go. Max smiled to himself as he looked at his grandchildren through the rearview mirror and Trixie…was smacking her head repeatedly against the console.

"Why me…," Trixie moaned.

* * *

 **Yes, Gwen will continue to be Lucky Girl until she learns the true extent of her abilities later on in the series. I always felt that it would have been better if Gwen had kept her powers and become a more active part of the team during the fights instead of being a bystander with Max until she learns she can use magic. Unfortunately, this will at times put her at odds with Trixie due to her aversion to magic and may even inspire some antagonism between the two characters.**

 **Next episode: A Small Problem**


	12. A Small Problem

**Episode 12: A Small Problem**

"Six stories of twists and turns," said Ben excitedly.

"Hurdling down a two hundred foot plunge," Gwen continued with glee.

"At speeds of over twenty-five miles per hour!"

"Then splashing down in a churning three hundred thousand gallon wave pool!"

"You've entered the Riptide Rapid zone!" Ben and Gwen shouted in unison with a high-five.

"Seriously, you two, it's just a waterslide," said Trixie blandly.

The next stop on the Tennyson national tour was sunny Florida, where the temperature was humid, the people were topless (men and women), and had the highest number of sea monster attacks in the country, not including the occasional Aquaman villain. Rather than visiting the offshore city of Atlantis and studying its technological marvels like Trixie wanted to, Ben and Gwen outvoted her and instead chose to spend the afternoon at a waterpark, which really made no sense to Trixie. If they wanted to play in water, why not do it in the ocean?

But nonetheless, they were now standing in front of one of the waterparks main attractions – the Riptide Rapids – wearing swimsuits they had just bought since Trixie didn't have any; Ben in his blue swim trunks, Gwen in a pink and gray one piece suit, and Trixie wearing a matching green and black suit.

"It's not just any waterslide, it's THE waterslide," said Ben, turning to Trixie like she had said something offensive.

"Reviewers online say it's the number one waterslide in the country," added Gwen.

"I still don't see the appeal of sliding uncontrollably down a plastic tube into a body of water miles below with the possibility of breaking a bone or getting cramped and drowning," said Trixie bluntly.

"Geez, why did we even bring her along?" Ben asked Gwen, frowning. "She's such a killjoy. Well, she did get your DNA – OW!" he yelped when Gwen slapped him.

"Well, Trixie, it's completely up to you whether you want to join us or not," said Gwen understandingly, grabbing Ben and pulling him by the wrist. "If you change your mind, we'll be riding the rapids all day."

"Yeah, you do that," said Trixie dryly, waving to the Tennyson cousins as they ran up the stairway excitedly. When they were out of sight, Trixie looked around cautiously and ducked behind the nearby concession stand so that nobody would notice her. "Meanwhile, I'll be spending my time doing something worthwhile. If I transform into an Aerophibian, I should be able to reach Atlantis, study of its technology, and return before any of them noticed I left. **Accessing Aerophibian sequence!** "

She had been expecting green eyes and yellow palagium connected to her wrists and ankles. What Trixie had NOT been expecting was to look up and see that the concession stand was a hundred times larger than normal, or for her skin to feel moist and slimy, or her eyelids to blink in the wrong direction. Fear started to creep up in Trixie's chest; she needed a mirror or something similar. She spotted a puddle nearby and padded over, looking into the reflection on the surface to see –

"A Galvan," squeaked Trixie; her voice was incredibly high pitched. "Are you kidding me? Screwing up is supposed to be Benjamin's thing, not mine! Ugh, and it's a full transformation, too! My first real full transformation and I get stuck being a micro munchkin!" She took a deep breath, calming herself down. "It's okay, Trixie, it's okay. All you have to do is deactivate the transformation; simple as that. Okay… **Initiate Omnitrix Deactivation Sequence – Code 10!** "

She waited for the code sequence to activate…and nothing happened; Trixie frowned.

"That's not good," she said plainly.

All of a sudden, the ground started to quake, nearly knocking Trixie off her webbed feet. She looked around and saw a group of at least a dozen children stampeding in the direction of the Riptide Rapids attraction…and headed straight towards her!

"I knew we should have gone to Atlantis!" screamed Trixie.

Trixie barely managed to duck out of the way of the first set of feet from a particularly…rotund child, sidestepped a couple of girls after, tapping in circles around an unnaturally pimply boy, and ducked between the legs of the last child. Once she was in the clear, Trixie scrambled to her feet, running after the swarm of children, and latched herself on the edge of one of the children's swim trunks. The boy thankfully didn't notice the alien hitchhiking on his leg as he carried Trixie up the steep stairway to the top of the waterslide.

"I need to get to Benjamin and Gwendolyn quickly," Trixie muttered to herself.

By catching a lift with the swarm of chattering children, Trixie was able to make it to the top of Riptide Rapids in a couple minutes. She let go of the boy's swim trunks once she reached the top and ran around the edge of the clustering group of children waiting for a turn on the waterslide, keeping her wide eyes peeled for a redheaded girl and a boy with a watch.

While she was looking for her friends, Trixie was oblivious to the nerdy man in a life vest talking to the obviously bored attendant.

"In 1951, when this waterpark was a cornfield," said the nerdy man, "recently declassified documents suggest an alien spacecraft crash landed right here. So, if you could get someone from upper management down here so I could start checking soil samples."

"Uh, hold on while I call someone who cares," said the attendant mockingly, making a phone gesture with his hands. "Ring, ring, ring – oh, guess what, dude? No answer. Next in line!"

The nerdy man glared at the attendant when he noticed a hint of movement out of the corner of his peripheral vision. At the last second, he managed to catch the smallest glimpse of Trixie in her Galvan form before she disappeared into the crowd of children.

"Did you see that?" gasped the nerdy man, pointing to where Trixie had been. The attendant looked back, but Trixie was already hiding behind the pole. "An alien! Maybe a remnant of that faithful crash."

"Dude, you've been in the sun way too long," said the attendant.

Visibly annoyed by the attendant, the nerdy man shoved him out of the way and tried to make a run at Trixie, who made a run for Ben and Gwen, who were arguing which one of them should go first down the waterslide.

"I should, I'm the oldest!" argued Gwen.

"Dude we're the same age – we have the same birthday!" snapped Ben, getting up close to his cousin's face.

"But I was born first!" retorted Gwen.

"By twenty seconds," growled Ben.

"Benjamin, Gwendolyn, help me!" yelped Gray Matter-Trixie, bouncing up to their shoulders.

The Tennyson cousins screamed in surprise, unintentionally tripping backwards and falling into the waterslide together with Trixie just as the nerdy man reached them. Ben and Gwen smacked against each other repeatedly as they shot through the curving pipes while Trixie struggled to keep her head above the rushing water. Thankfully, the waterslide was just as fast as advertised and spat Trixie into the wading pool in eight seconds flat.

Trixie splashed and sputtered when she surfaced.

"Okay, I'll admit, that was a little fun," said Trixie.

Trixie noticed the large shadow looming over her and looked up with a gasping scream as the combination of Ben and Gwen started to fall on top of her. The trapped Galvan girl dived out of the way before they both splashed down. The Tennyson cousins shot up out of the water, groaning at their sore bodies, and looked down at Trixie with odd stares.

"Uh, Trixie, why're you a Gray Matter?" asked Gwen.

"If you wanted to go on the slide, you coulda just come with us," said Ben."

"I wasn't trying to sneak on the stupid waterslide!" snapped Trixie, splashing her fists in the water. "I was trying to sneak out and visit someplace I would actually like to spend my day at. But when I tried to transform, I somehow ended up as a Galvan, and a full-body transformation at that. I had no idea what to do, so I went looking for you two."

"Can't you just change back?" asked Gwen.

"I tried that, but it didn't work," said Trixie, tapping her chin thoughtfully. "This has never happened before. I've never had any difficulties accessing the Codon Stream through the Omnitrix's receiver….Unless someone was tampering with the selection matrix and ended up screwing the navi-processor." She and Gwen immediately turned to Ben, who was whistling nonchalantly. "BENJAMIN!"

"Okay, okay, I admit I was messing with the watch last night," said Ben, holding his hands up in surrender. "I just wanted to see if I could change between aliens while transformed." Gwen and Trixie glared even harder. "Look, the watch is on a timer, right? Maybe we can just wait it out and Trixie'll go back to normal."

"Well…it's probably the best idea we got," Gwen admitted. "We should probably towel off and find grandpa, or in your case, napkin off."

Ben and Gwen waded to the stairs on the side of the pool, which took a bit longer for Trixie to accomplish since she had shorter limbs than them. But before she could even reach the first step, Trixie was suddenly grabbed from below and came face-to-face with the nerdy man from the top of the slide.

"There you are, my little alien ticket to fame," said the nerdy man.

"Benjamin! Gwendolyn!" Trixie called out for help.

Ben and Gwen, who were toweling themselves off, quickly spun around at the squeaky cry and spotted the man holding their friend in his clenched fist.

"Let her go!" demanded Ben, holding up the Omnitrix in view "Or you're in for the beat down of a lifetime!"

The Nerdy man paused for a few seconds…then started splashing to the other end of the pool.

"Oh, this guy just made a huge mistake," said Ben, glaring at the nerdy mane. "Let's see how he likes it when Arctiguana turns him into an ice sculpture." He pressed the activation button…and nothing happened. He tried again, but still nothing. "Oh, come on, why do you always have to bug out on me at the worse times you stupid watch! Gwen, can't you - "

"I left my charm back in the RV!" yelped Gwen.

"Then I guess we got no choice," said Ben as he started running around the edge of the pool. "We'll take him down the old fashioned way."

The nerdy man jumped out of the pool as the Tennysons came around the bend. He ran over to a nearby table where there just happened to be an open cooler for no explainable reason and stuffed Trixie inside before taking it with him. He ran past Grandpa Max, who was just coming back with ice cream for everyone, when his grandchildren suddenly run up to him.

"Grandpa, that guy's got Trixie!" shouted Gwen urgently.

"What? How?" asked Max confused.

"She accidentally turned into Gray Matter and now he's stealing her!" said Ben quickly. "We gotta save her!"

Max didn't need any further explanation than that, dumping the ice cream cones in the nearby trash can and leading the way after the kidnapper. Trixie continued to shout for help, much to the nerdy man's irritation, when he looked back and realized that the children had enlisted the help of an older man that looked like he could snap him in two. The nerdy man doubled his speed as he shoved his way through the crowds at the front gate. Meanwhile, Grandpa Max suddenly stopped and leaned over on his knees, breathing very hard, as Ben and Gwen stood around him in concern.

"I keep forgetting I'm not as young as I used to be," said Max tiredly. "Go – get Trixie."

Ben and Gwen nodded in acknowledgement and continued the chase.

Unfortunately, by the time they reached the parking lot, the nerdy man had already slammed the trunk of his worn-out and slightly rusted car shut with Trixie still pounding her fists against the cooler, demanding to be set free. They heard the engines turning over and the sound of screeching tires before they watched helplessly as the kidnapper zipped out onto the main road. Acting out of desperation, Ben tried to activate the Omnitrix again, but the watch refused work for him and Ben raised his arm prepared to slam the device into the wall.

"Hey, easy there," said Gwen calmly, grabbing his wrist before he hurt himself. "Don't worry, we're gonna find Trixie…somehow."

"I just hope it's not too late," said Ben worriedly.

* * *

It was not known how far the nerdy man had driven until he reached the safety of his own home, which had an unnecessarily elaborate security system if you asked any normal people. When he rode up on the drive, the security camera over his garage zoomed in on him before the doors automatically shut behind him. And after that, there was a very wide laser grid that covered almost every inch of the house from the hallways, to the kitchen, to even the upstairs toilet. This man was beyond paranoid, and he didn't have anything worth taking that required this much protection – everyone just though he lost touch with reality given all of his alien conspiracy theories.

"Security system off," said the nerdy man.

The laser grid immediately deactivated and he stepped through the hallways with his shoes tracking water all over the floor; it was cleaned up shortly by a pair of vacuum robots. He walked into the kitchen, where he set the cooler on the counter.

"Lights on. Prepare dinner."

The kitchen lights flicked on and the microwave started cooking a pathetic-looking TV dinner. A white cat then jumped on the counter and wandered curiously to the cooler, smelling the contents inside, then hissed and started swiping at the box with its claws. The nerdy man turned back instantly and snatched the cooler away.

"No, no, this one is all mine," said the nerdy man.

* * *

The Rust Bucket was tearing through the streets looking for the car that drove away with Trixie based on the description Ben and Gwen had given, but they had had no luck thus far finding it in the past twenty minutes.

"Okay, so if she's Gray Matter now," said Ben hopefully, "she'll just turn back into Trixie, then just go Rath or something and escape."

"But if she went alien when you said she did," Max said with a hint of doubt in his voice, "Trixie should have changed back before she was taken."

"Which means something must be wrong with her transformation," said Ben worriedly.

"And we all know who to thank for that, don't we?" said Gwen, leering from the back as she put on her lucky charm.

"Look, I'm sorry, okay," said Ben exasperatedly. "I want to find Trixie more than anyone, so I already feel bad enough."

"Well, at least as Gray Matter, she's smart enough to take care of herself," said Gwen optimistically.

* * *

Gray Matter-Trixie sat cross-legged in her new glass container/prison, narrowing her bulbous eyes with every ounce of hate she could muster in her tiny body at the nerdy man examining her from overhead with an excited smile and his hands clapping eagerly.

"Incredible," said the nerdy man. "Truly incredible. A perfectly miniature alien being."

"Who're you calling miniature?" spat Trixie. "I'll have you know, I'm the size of an average Galvan."

"A Galvan, huh?" said the nerdy man enthusiastically. "Is that the name of your species? Which galaxy do you come from?"

"If you must know, this species comes from Galvan Prime in the Abell 2667 cluster," explained Trixie snidely, who was starting to feel very uncomfortable with the man staring very closely at her. "You know, you are really creepy just looking at me like that without blinking for the last two minutes. What's that expression you humans have? 'Take a picture, it'll last longer' or something like that?"

"You know, that's actually a really great idea," said the nerdy man with a confident chuckle.

The nerdy man whips out his smartphone and takes a quick picture of Trixie's heated glare while the Galvan crossed her arms, kicking the glass despite knowing it wouldn't do any good.

* * *

There was a mansion further up the state that looked more like a medieval castle rather than any home. The lawns immaculately trimmed, the windows made from stained glass, and the décor made up of fancy woven tapestries of knights and dragons and heavy suits of armors stood attention in the halls. Deep inside the castle was a spacious and mostly barren room where only a lonesome mahogany desk stood and a man sat in front of the open laptop in front of it. The man dressed in old fashioned knightly garbs with an ancient coat of arms on his chest while his face was concealed behind a cowl and a golden mask.

His face could not be seen, but his voice alone showed his displeasure at the video call he was receiving.

"Mr. Howell," said the knight, "we've more than had enough of your fuzzy claims and blurry photos of supposed alien spaceships. I'm not someone you want to annoy."

"I – I know that," said the nerdy man, now identified as Howell, nervously. "But – but this one's different. I promise you." He brings up the image of Trixie in her Galvan form. "See? She's only about six inches in size and converses fluently in English. Perhaps the Forever Knights would consider?"

"…I'm sending a car," said the knight after a moment of thought, much to Howell's elation. "You better not be wasting our time, or our resources."

* * *

"Great," groaned Trixie, slumping against the glass wall, pouting. "A thousand people at the waterpark and the UFO freak spots me. I didn't even want to go to the waterpark in the first place."

Resting her chin on her palm, Trixie's eyes wandered the room under she heard a soft meow. Howell's cat was sitting underneath her, staring at Trixie intently.

"Wait…this could work.," Trixie muttered. "Just need to channel my inner Benjamin." She waved her arms around and yelled as loudly and annoyingly as she could. "Here, kitty, kitty, kitty! C'mon! You know you wanna taste! What are you, a cat or a mouse?"

The cat took the bait, jumping up on the desk and swiping at Trixie with its paws. The jar is knocked over the edge and smashed on the floor; Trixie was lucky enough that none of the glass shards touched her.

"I knew mimicking Benjamin's annoying habits would come in handy one day," said Trixie.

Unfortunately, the cleaning robots responded to the mess and started sweeping towards her. At the same time, the cat jumped down from the desk and blocked up Trixie's escape route.

"I guess this is what humans refer to as 'between a rock and a hard place'," said Trixie, making an audible gulping noise.

Not liking her odds about running at the cat, Trixie hopped over the first cleaning robot and then the second robot that came after that one, safely making it to the doorway undusted. However, the vacuum's seemed to have a developed motion sensor as they swiftly turned around and started chasing the Galvan. Trixie turned down the hall with the machines right on her tail just as Howell walked out of his room, holding his smartphone like it was a microphone.

"Howell Wayneright, alien discoverer," said Howell dramatically. "Let the fame and fortune begin!" But when he walked into his office and finds the Galvan missing, he cries out. "NOOOOOO!"

Meanwhile, Trixie ran into the kitchen still being chased by the mechanical vacuum monsters. The roaming cleaners were starting to catch up to her until Trixie hopped off the handles of the far side cabinets and bounced on top of the counters out of the sweeper's reach. And as another stroke of good fortune, Trixie just happened to find a landline phone only a few inches away. The Galvan pulled out the phone and started dialing a number she had memorized in case of emergencies. She pressed her ear against receiver, listening for the first two rings, until a familiar voice came through.

" ** _Hello?_** " said Gwen questionably; she obviously didn't recognize the number.

"Gwendolyn, it's me," said Trixie.

" ** _Trixie, you're still Gray Matter?_** " asked Gwen in concern.

"Yes, the selection matrix still hasn't repaired itself from Ben's tampering," answered Trixie. She could hear Max and Gwen scolding Ben over the phone.

" ** _Where are you_**?" asked Gwen.

The Galvan looks around, spotting the nearby window, and ends up having to lug the device all the way across the counter. She set the phone on the windowsill while she narrowed her eyes at the scenery outside.

"Uh – there appears to be a mountain peak thirteen-point-two miles due west with a vertical angle of forty-five degrees- "

" ** _Brainiac, how about a street?_** " said Gwen impatiently.

"Oh yeah, it's Ripley," answer Trixie, narrowing her eyes on the street sign and leaning forward against the glass.

Unfortunately, a blaring red alarm seemed to have triggered the moment Trixie's hand touched the glass, ringing madly throughout the whole house (was this guy paranoid or what?) The Galvan flipped backwards to safety when a pair of shutters dropped from the top of the window and slammed shut. Unfortunately, she unknowingly knocked into the phone and end up throwing the device off the counter where it smashed on the floor.

Trixie grimaced at her own clumsiness when she noticed that the alarm suddenly clicked off and Howell suddenly pounced from out of nowhere, slapping a hand on top of Trixie before she has a chance to make a break for it.

For a brief moment, Howell looked relieved…until he felt something crawling up his shirt and a bulge sliding in circles around the man's body (Galvans didn't have a gag reflex, which Trixie was ultimately grateful for as she was forced to crawl through his sweaty pits). Howell slapped at the areas where the bulge was crawling, only to result in him hitting himself, when Trixie hopped out from his collar and landed on the floor.

She ran towards the corner of the room and hopped into the air vent, hoping to put some distance between herself and the alien fanatic. Unfortunately, Howell didn't seem to have screwed the vent cover properly as he was able to rip it off without trying.

Howell reached inside and took a swipe at Trixie. He missed at first, but ultimately caught her when she tried to run away again. Before he could pull her out, Trixie bit down on Howell's thumb and forced him to let go while the man's pathetic whines echoed behind her. When reaching the end of the vent, she started crawling upwards using the Galvan's ability to cling to any surface, grumbling under her breath as she did so.

"How does Benjamin always manage to get me into these situations," she said. "Only he could malfunction the selection matrix, probably by tampering with the DNA splicing replicator cupping an amino acid sequence. When I find him, I'm gonna give him a firm lecture on handling the Omnitrix properly….Ah that's not gonna work. I've already tried that sixteen times."

Trixie reached the top of the ventilation system in short time, but before she could decide which direction she should go next, she heard a clinking noise at the end of the vent followed by the whirling of fan blades; Howell must have turned on the air conditioner. The tiny Galvan stood very little chance against what may as well have been gale force winds and was sent flying through the ventilation system, smacking very loudly against the paneling.

After being throw backwards, forward, left, and right, Trixie managed to spot a ventilation grate and grabbed on to the bars at the last second. Struggling against the wind, Trixie pulled the grate latch, causing the bars to flap open. Trixie let out a sigh of relief until she realized that not only was she back in the kitchen, but Howell had been waiting for her with a broom in hand.

"Gotcha!" he shouted, taking a swing at her.

"You are persistent, I'll give you that much!" shouted Trixie as she leapt out of the way.

She landed on the counter and jumped away as Howell took another swing at her, bouncing over to the sink. Howell ran at her in a panic when the Galvan jumped inside and cried out when Trixie slipped into the hole.

"If she gets away, the Forever Knights will come after me!" said Howell nervously. "Come on, think, Howell."

He tilted his head up as he noticed the faucet and smiled cunningly. He turned the water on and the flow drowned the tiny Galvan inside, pushing Trixie through the rusty pipes until she came out of what appeared to be a large body of water. Trixie quickly surfaced, taking a desperate gasp of air, and looked around her new environment. She shudders disgustedly when she realized that the body…was actually the bowl of Howell's toilet.

"Benjamin is so dead when I see him again," Trixie promised.

* * *

Though Trixie had given them a street name to follow, it didn't help since there were at least four different Ripley streets in the city. Having no other choice but to search every one of them, Max parks the Rust Bucket on Ripley Avenue and everyone promptly got out.

"Everyone spread out," ordered Max. "If you find Trixie, call out."

They each split up and started searching the different houses. Max ran through the yards of one of the closest homes and peered through the front windows just as the sprinkler system came on and splashed him in the face, effectively driving him off.

Gwen went around the side of another house and tried peeking through a basement window when a spider dropped in her line of sight and frightened the young girl away.

Ben poked his head over a high wooden fence, checking the backyards, when a dog suddenly came out of nowhere and barked in his face, causing the boy to fall flat on his back.

All three of them end up running back to the Rust Bucket, looking pathetically defeated.

* * *

Back at Howell's home, the nerdy man had finally escalated from freaky alien weirdo to full-blown stalker creep. Apparently he had installed security cameras in every corner of his house: in the closest, under the bed, in his sock drawer, and even in the shower faucets. He was watching every camera's feed on the monitors of his barren, darkened bedroom.

"You can run, but you can't hide," said Howell like a stereotypical villain. After a few minutes of searching, he spotted the Galvan crawling along the wall of the basement, throwing open the panel for the main power switch. "Wait? What?"

Trixie grinned smugly at the camera before she pulled the switch down, shutting off all the power in Howell's ridiculously high-tech house and throwing everything into darkness, much to Howell's distress.

With the house in a total blackout, Trixie though it would be the perfect opportunity to plan her escape. She crawled her way to the living room where she found a place to hide inside the branches of the potted plant. Unfortunately, Howell was very determined not to let Trixie get away, emerging from his room waving a flashlight around.

Trixie slipped back underneath the branches as the light waved across her hiding spot, thankfully going unnoticed by the nerd. She poked her head out again and spotted the small chimney on the opposite side of the room, noting the narrow pipe that went straight to the ceiling.

"Ah, my ticket out of here," said Trixie softly.

She dived out of the plant and went along the back of the tacky orange couch. Unfortunately, she somehow managed to attract Howell's attention as he flashed his light at her spot, only barely missing her when she ducked out of sight.

"Don't make this hard on yourself," said Howell threateningly.

After a few agonizing minutes, Howell finally moved on, giving Trixie the opportunity to run for the chimney.

She crawled into the mouth and started to climb up when she realized that her way was blocked off. Trixie looked around, spotted a small latch, and threw her body against it to push the panel open. Her plan did work as the path is now opened to her, but the noise quickly caught Howell's attention as he turned back around, and flashed his light on Trixie just as she started crawling up the tube. Howell gritted his teeth in annoyance, running back to the kitchen for a few seconds before coming back with a box of matches.

"I'll smoke you out if I have to!" he yelled.

The nerdy man struck a match and set the logs aflame, creating great plumes of thick, black smoke that climbed up the pipe. Trixie was only hallway up the chimney before she felt her breathing becoming more restricted and her eyes watered irritably. Galvans were amphibians by nature and did not take well to heat and smoke.

Trixie stared hopelessly at the opening just ahead – she was only feet away from feeedom – but the smoke clouded her vision and her head started to feel fuzzy; the smoke insulation was addling her brain. Not long after, she lost her grip on the pipe and started falling down into the chimney. Thankfully, she was saved from being burned to a crisp by Howell holding out a butterfly net to catch her.

The nerdy man carried Trixie back into his workshop where he stuffed her into a glass compartment before she could get her wits about her. She blinked to relieve herself of the disorientation and took another look around her newest prison…and the dozens of creepy alien figurines and collectables that only nerds would buy.

"Something tells me you don't have a whole lot of friends," said Trixie snarkily.

"Who needs friends when you have the fame I'm about to have," retorted Howell aggressively. Just then, they both heard the front door slam open; Howell gasped. "They're here."

"Who's here?" asked Trixie curiously.

Her question was soon answered when the door was kicked open and three men dressed in armor with silver masks very poorly disguised underneath trench coats and fedoras clanked into the room. One of the armored men was carrying a small, electrified container that Trixie couldn't help noticing was just about her size.

"Oh, you don't know how long I've waited to meet you people," said Howell in both relief and excitement, holding his hand out. "It's truly an honor."

"Where's the alien?" asked the minion impatiently.

Howell is slightly put off by their antagonistic words, but still turned to the compartment where Trixie was being contained. The knights saw the alien, shoved Howell roughly out of the way, and snatch Trixieed out of her prison before stuffing her inside their electrified container. The entire time, Howell just stood on the sidelines as the Forever Knights took Trixie away.

* * *

Back with the Tennysons, the Rust Bucket was driving down the third Ripley street when Ben gasped and pointed out the window, spotting a familiar green car on the side of the road.

"Grandpa, that's his car!" shouted Ben urgently.

Grandpa Max slammed his foot on the break, bringing the Rust Bucket to a screeching halt in front of the house. Ben is the first to jump out of the RV, clearly having grown more restless the longer Trixie was missing, with Gwen and Max bringing up the rear. They ran up to the door and Ben instantly went for the handle, unsurprisingly finding it locked.

"Maybe we should ring the doorbell," suggested Gwen.

"I'll knock," said Max as he raised his foot off the ground. "Hard."

He kicks the door in, nearly busting it off its hinges, but they are surprised to find that instead of a nerdy alien-hunting freak waiting for them, they are greeted by an elderly woman in a wheelchair with a very angry, very snarling attack dog.

"Brutus, sick, boy!" snapped the old lady.

The snarling attack dog leapt at Grandpa Max with its amazingly clean and very sharp teeth snapping at the elderly man's face, shoving him down on his back on the walkway. While her grandfather wrestled with the attack dog, Gwen spotted a trio of non-discreet people dressed in armor coming out of the house across the street getting into the polished black car in the driveway. With her sharp eyes, she also spotted the kidnapper from the waterpark being dragged into the vehicle by one of the knights and Trixie in Galvan form trapped inside an electric box before being thrown in the car.

"It's him!" yelled Gwen, pointing in that direction. "The guy that's got Trixie!"

The Forever Knight's car pulled out of the driveway and screeched down the road.

"They're getting away!" shouted Ben. He tapped the Omnitrix activation button for what must have been the hundredth time that day, but it core still wouldn't work. "C'mon, you stupid watch. Give me Fasttrack!"

"Ugh, down, boy!" grunted Max, shoving the dog off and tapping him lightly on the top of his head, putting the dog to sleep.

"Whoa, where'd you learn to do that?" asked Gwen impressively.

"You'd be amazed how many dogs don't like plumbers," said Max, gently setting the dog in the grass before standing up. "Come on, we need to find out where they went."

* * *

Trixie sat in uncomfortable silence in the Forever Knight's car, unable to move more than a couple inches without knocking herself on the electrified walls. She noted that Howell looked very excited to be here – he was fidgeting recklessly in his seat – but the Forever Knights barely moved at all since they got in the car. They must have had a strong amount of discipline to be still as statues, something that Trixie knew was something that normal humans couldn't do.

"I have a very bad feeling about this, as you humans like to say," said Trixie.

"That's because you're the one in the cages and I'm not," said Howell mockingly.

In no time at all, they arrive at the Forever Knight's castle mansion where the car parked at the front entrance. They all stepped out as the Forever Knights carried Trixie and shoved Howell inside.

* * *

Max was poking his head through the vertical window of Howell's garage, spying the nerdy man's rusty and broken-down car, commenting how he and the old lady had similar tastes in cars. Ben wasn't paying attention though; he was worried about Trixie and where those creeps in the armor might have taken her. He started pacing around Howell's front lawn when his foot connected with something solid, knocking it out of the grass and sliding in the driveway. It was Howell's smartphone which he somehow inexplicably dropped when he was dragged out of his house.

Ben picked up the phone while Gwen and Max looked over his shoulder, somehow able to turn it on without needing a password (which seemed unusual for a guy like Howell) and immediately found the picture of Trixie he had taken for the Forever Knights.

"She looks so sad," said Gwen.

"They can't do this to her!" said Ben angrily. "When I find this creep, I'm so gonna kick his butt!"

"Check his call history," suggested Max. "If we can figure out who he last talked to, we might be able to get a reverse trace on their number and get an address."

"Grandpa, there's a sneaky side to you I'm starting to appreciate," said Gwen in amazement.

* * *

The silver-masked henchmen guided Howell and Trixie until they reached the office of their golden-faced leader (somehow masks determined rank, or Trixie thought that way at least). They set the electrified cage in front of their leader, who stared at the Galvan with his fingertips touching like those villains from the old movies that Grandpa Max liked to watch. Trixie didn't like the fact that she couldn't see his face; it made her feel even more powerless than she already was.

"Remarkable specimen," said the golden-masked leader.

"Isn't it?" Howell chuckled with glee. "So, how're we doing this? Joint news conference? Bidding the major talk shows?"

"We prefer to keep our discoveries private," said the golden-masked leader.

"B – wh – h – What're you talking about?" sputtered Howell. "We've got to tell the world about this."

"Actually, _we_ don't have to do anything," said the golden-masked leader.

It was at that point a pair of scientists in armored hazmat suits walked into the room pushing an electronic cart, shoving Howell out of their path. The scientists took Trixie's cage off their leader's desk and locked it firmly in the slot on the electronic cart.

"Wha – Where're you taking her?" asked Howell, showing some concern for a change.

"Our scientists have a few tests to run," the golden-masked leader explained simply as his men carried the Galvan out of the room.

"I found her!" said Howell forcefully. "She belongs to me!"

"She's ours now," said the golden-masked leader coolly. "And you just became disposable."

Without a moment's hesitation, the remaining armored henchmen grabbed Howell, dragged him out of their leader's office and threw him down the stairs. Howell cringed in pain as the two goons watched him from their position at the top, cautiously getting up to his feet.

"They can't do this," said Howell, gritting his teeth. "To either of us."

Just then, a third armored henchman came through the door behind him, but Howell slammed his shoulder into the door, throwing the minion back where he came from while the nerdy man made a break for it down the hall.

* * *

Outside the Forever Knight's castle, several guards were patrolling the grounds around the building, carrying weapons that looked like spears, but were obviously improved with high-tech equipment. With a little bit of stealth and a lot of luck from Gwen's charm, the Tennyson's managed to make it to the edge of the castle undetected. Gwen had slipped into her Lucky Girl outfit, expecting to have to fight a lot of goons to break inside, but Ben's Omnitrix still refused to work for him, meaning he would have to rely on his own skills if he wanted to help.

"Whoa, this isn't a house, it's a fortress," said Ben. "Are they having a costume party or something?"

"They call themselves the Forever Knights," said Max seriously. "A well-financed secret society dedicated to collecting alien technology." Ben and Gwen were staring at their grandfather skeptically. "Uh – hey, when you've been around as long as I have, you pick up a few things."

Ben and Gwen decide to ask questions later; right now they needed to focus on saving Trixie.

Once again through the power of Lucky Girl's charm, they were able to luck their way through the guards undetected and climbed up a tall tree just on the side of the castle tall enough to reach the roof. They ducked their heads underneath the foliage when a guard came by and waited for him to pass before they tried walking along one of the thickest branches to the nearby rampart.

Ben and Lucky Girl had no trouble making it, but Grandpa Max's added weight put a lot of pressure on the branch, threatening to break at any moment. Thankfully, the branch managed to hold out long enough for the three of them to climb over the wall. Ben and Lucky Girl landed on their feet, but Max was less gracious and ended up falling on his side…right in front of a roaming guard.

"Uh, hi there," said Max.

The guard raised his spear to slam down on top of Max's head, but the elderly man rolled out of the way at the same time that Lucky Girl's charm glowed. The butt of the spear wedged itself in a crack on the floor, keeping the knight from pulling his weapon out. Max used this opportunity to right himself and tried fighting the guard hand-to-hand, proving to be a very adept fighter as he to caught the guard's leg and threw him at the wall. Unfortunately, the guard was much quicker than him even underneath that heavy armor and tackled Max in the stomach, knocking him on the floor.

Ben was tapping his Omnitrix furiously even though he knew it was useless at this point when Gwen's lucky charm activated again. Somehow, the guard's spear dislodged itself out of the crack and fell sideways into Ben's open arms. The young Tennyson boy blinked for a moment…then ran straight at the guard carrying the spear over his shoulder.

"Hey, metal head!" shouted Ben.

The guard turned around only a moment before Ben swung the spear across his face, his helmet ringing and the knight dropping unconscious on the ground, much to Max's relief.

* * *

The armored scientists pulled Trixie into a desolate room where only a single spotlight shined down from the ceiling onto what looked like a heavily modified surgery table with lots of winding coils and sharp, pointy objects on movable arms. Trixie didn't even have to ask what they were going to do to her when one of the scientists moved around and strapped something to the table. It was a wooden doll bearing a scary resemblance to her Galvan form. The scientist then moved a lens-like device in front of his face and three cables separated from the main machine, each one with a small laser shooting out from the face. The cables seemed to come to life as they seamlessly sliced through the wooden doll with great precision; Trixie gulped audibly.

"Prepare the subject for dissection," one of the scientists commanded.

"What is with you creepy scientists and dissections," said Trixie. "You know, this is what leads people to becoming serial killers."

The scientist grabbed Trixie from her container and strapped her to the table despite her feeble efforts. All the while, neither of them noticed the other scientist being knocked out by a shadowy figure the moment he opened the door. The unknown assailant slipped inside the shadowy chamber just as the remaining scientist started to initiate the surgical sequence of the machine.

"Y-y-you know, if you want to know what a Galvan's insides look like," stammered Trixie fretfully as the cables came to life, "I can just tell you in extreme detail. Trust me, you don't need do bother with the whole cutting me open thing."

The leading scientist ignored the Galvan's protests and started to turn on the lasers when someone jumped out of the shadows and smashed his head in with a fire extinguisher. When the scientist was unconscious, the man revealed himself to be Howell Wayneright, the very man who put her in this situation.

"What're you doing?" questioned Trixie.

"Getting you out of here," said Howell.

He fumbled with the controls of the surgery machine for a moment, making Trixie fear that he would bungle it up somehow and do the Forever Knight's job for them. But thankfully, he proved to be mildly adept at the mechanics and managed to slice off the braces holding down her arms when the doors opened again and more scientists carrying glass jars (no doubt to hold her organs) came through the door. Seeing Howell tampering with their machines, the scientists dropped the jars on the ground and rushed the man.

"Back off!" yelled Howell. "Aliens are people too…well, sorta."

He fiddled with the machine again and used the extended arms to lift the scientists off the ground. While they were busy, Howell helped Trixie loosen the restraints holding down her legs and then carefully carried her in his hand. Trixie was suspicious that Howell might be planning to betray her again, but it was better than being sliced open, that much was certain.

Just when they thought it was safe to escape, one of the scientists that Howell knocked out regained consciousness and hit the nerdy man over the head. Howell hit the ground hard and Trixie rolled out of his extended hand. The scientist stepped over Howell's body and started to chase after the Galvan when she started to run, but Howell suddenly grabbed him by the ankle and wrestled him to the floor. This provided Trixie with ample time to escape.

The pint-sized alien slipped into the hall through a sliding wall, having no clue where she was supposed to head for next. Feeling rather indecisive, Trixie just ran in any direction and ended up smacking into someone's legs. For a brief second, Trixie was worried that she might have run into one of the Forever Knights. But when she tilted her head back to look up, she felt relief wash over her when she gazed up Ben's face with Lucky Girl and Max hanging over his shoulder.

"Trixie!" yelled Ben happily.

"Benjamin!" said Trixie, mostly in surprise. The young Tennyson boy carefully picked her up, holding her close to his face…which she immediately slapped with her tiny hand. "That's for causing this mess in the first place!"

"Ow!" whined Ben, rubbing his cheek. "How can that hurt when you're so small?"

"Let's save that for after we get out of here," said Lucky Girl urgently.

Ben and Trixie silently agreed as the Tennysons turned back the way they came, slipping into another hallway between a pair of suits of armors. They paused for a moment when a group of security guards passed overhead before slipping down the side corridor. Unfortunately, a group of guards were heard clanking from the end of the hall. Max quickly opened the nearest door, gesturing Ben and Lucky Girl to get inside, and shut it behind them as the guards passed them.

The room they entered was dark at first, but a light glowed underneath their feet and started to spread in a spider web patter, revealing several display cases with dozens of machines and devices that didn't look like they could ever be created by earth technology.

"Look at all this alien tech," said Trixie, looking just as astonished as the Tennysons as they started wandering through the display cases. "Sweet Galvan Prime, this is…incredible. All of this technology, it's…I can't exactly remember what all of them do because of my missing memories, but my Galvan intelligence tells me that each one of these devices is extremely valuable and extremely dangerous. Do these Forever Knights even know what they have here?"

"Somehow, I get the feeling they might have clue," said Lucky Girl.

"Whatever the case may be, we have to destroy everything," said Trixie urgently. "If they ever found out how to use these, it could be disastrous."

And speaking of disastrous, the golden-masked leader of the Forever Knights entered the storage chamber from a side door with half a dozen guards in tow, each one carrying an advanced version of a medieval weapon.

"Spread out and find them," commanded the golden-masked knight. While his soldiers searched the chamber, two of his knights dragged Howell into view. "As for you, Mr. Howell, you're suffering will be just as great, if not worse, as the alien's when I find it."

Ben, Lucky Girl, Max and Trixie duck behind the large device on the pedestal in the center of the room as the foot soldiers spread out across the room, cautiously blending into the shadows. They were fortunate enough that the Forever Knights did not see them at first, but they knew it was only a matter of time before they did. It was a very small storage chamber, several guards were combing the area, and there were only so many places they could hide. Gwen was hoping that her lucky charm would take effect and they could slip out undetected like before, but this wasn't a type of situation where luck could save them. Ben felt so useless without having the Omnitrix working so that he could just bust his way through them like he usually did. But while her friends were busying worrying, Trixie was scoping the scene, thinking to herself with her advanced Galvan intellect.

"Lucky Girl, grab that pulse hyper core," said Trixie, pointing to the objects so as not to confuse them. "Ben, the dilennium capacitor." Ben and Lucky Girl exchanged uncertain looks and turned back to Trixie. "Hey, I'm the smart one, remember?"

"She's got a point," said Ben, shrugging his shoulders.

Ben handed Trixie off to Max while he and Lucky Girl quickly and silently worked their way through the room, collecting the parts the Galvan requested. They managed to make it back to their hiding spot as Trixie jumped on the central pedestal when a blast of energy hits the stone between Ben and Lucky Girl. One of the guards had spotted them.

"They're over here!" he called to his allies.

Max tackled the guard and took his spear, but the other Forever Knight had already heard the call. They started running at them until Max aimed the spear and shot a beam of energy at them, making the Forever Knights duck out of the way. Grandpa Max backed up to his grandchildren and tried to provide cover fire for them, but they were severely outnumbered and overpowered.

"Get out of here!" said Trixie.

"What about you?" asked Ben.

"You see this thing behind me?" said Trixie, gesturing over her shoulder. "If I can get inside the power grid, I can hook the hyper core and the capacitor up to it. This is where being small comes in handy. Now get out of here; I'll meet you outside."

Ben looks hesitant to agree – Trixie cursed his stubborn nature – but ultimately he decided it was better to follow the smart one's orders.

He and Gwen rushed out of the room back through the door they came from while Max provided cover for them before chasing after his grandchildren. Once the Tennysons were gone, Trixie grabbed the parts they collected and jumped inside the machines herself. The Forever Knight heard the rattling noises, deciding to forgo the Tennysons in favor of investigating the sound.

Inside the machine, Trixie was sliding the capacitor into a slot that conveniently fitted the part and unhooked a set of wires before reattaching them to the hyper core. The machine begins to whir to life, releasing a massive amount of electrical energy into the ceiling and causing the Forever Knights to step away frightfully. The golden-masked leader, on the other hand, calmly approached it and examined the situation.

"That reaction will decimate the mansion and everything in it," said the golden-mask leader coolly. "Everyone out…except you, Mr. Howell." He spoke very slowly as he turned on the nerd, lifting him off the ground by the collar with one hand. "You and your alien have been nothing but trouble."

He promptly threw Howell on the floor at the foot of the machine and walked away, disappearing into the darkness with his followers.

Trixie was climbing out of the machine ready to make her escape when, without any warning, her body suddenly grew in size, hair sprouted on the top of her skull, and her wide, bulbous eyes became smaller. She had finally returned to her human form. And it was at a very inconvenient time as well. Trixie's hand had still been inside the machine when she transformed back and now her wrist was jammed inside the mechanism.

"Aw man, now I know how Benjamin feels," groaned Trixie.

Howell groaned weakly as he picked himself up, shaking his head slightly, and looked up at Trixie, surprise to find a green-and-black-haired little girl in the middle of all this madness.

"Huh? Where'd you come from?" asked Howell in confusion.

"I'll tell you later," Trixie grunted, aggressively tugging at her arm. "But right now, could you help me get out of this before we all blow to kingdom come?"

Howell quietly accepted her answer; he wasn't gonna let a little girl get hurt just because he was curious. With Howell's added strength, they managed to pull her hand out safely.

"Thank you," said Trixie gratefully. "Now, if you care to heed my advice, I would suggest we run out of here like a couple of frightened school girls."

"That's something I have a lot of experience in," Howell admitted.

Together, they ran out of the storage room, through the hallway, and out the front doors just as the machine's energy was beginning to circulate through the entire castle. Ben, Lucky Girl, and Max were already waiting for them outside.

Trixie and Howell only barely managed to make it off the final step before the entire building started to collapse behind them and fall inwards to a single point created by what appeared to be a miniature black hole. When all the matter in the castle was absorbed into it, the black hole exploded and released a pulse of energy that nearly knocked everyone off their feet.

Finally, a moment of silence passed as the group of five stared at the empty pasture where the mansion once stood.

"Uh, did anyone see where that little alien went," Howell was the first to speak up.

"Nope," Trixie answered quickly.

"Not a clue," Ben reaffirmed.

"Well, I am done with anything alien," Howell declared with a tightened fist. "I'm going back to law school."

That would be the last time they would ever see Howell Wayneright, which, if Trixie was being honest with herself, she was really grateful for. Just spending one day with him felt like spending ten years with a dozen Bens, she thought to herself once they were back out on the road.

Trixie sat at the table opposite to Ben, stretching her normal-sized limbs for the first time in a while. Somehow being trapped as a Galvan for hours made her feel really cramped when she returned to her human form.

"Ugh…," Trixie groaned as her bones popped satisfyingly. "Feels good to be normal again."

"Good to have you back, Trix," said Ben. "I swear, I'll never mess with the watch again." And right at that particular moment, the Omnitrix released a brief electrical charge as the core popped up for the first time all day. "I swear, I'm not doing this on purpose!"

"Hmm," Trixie hummed thoughtfully, taking a closer look at the Omnitrix. "I think the glitches may have something more to do than just Benjamin's tampering….Honestly, I don't know how to fix it…or if it can even be fixed."

* * *

Meanwhile, the golden-masked knight sat in his car, surrounded by multiple monitors as he gazed at what remained of his former mansion. Rather than be furious for his loss, the golden knight almost seem…happy.

He brought up two monitors and stared at their displays. On one screen was the security footage of the storage room before it exploded, catching Trixie transforming from a Galvan to human before the screen went black. One the other screen was detailed dossiers of Max, Ben, and Gwen, but he noticed there was absolutely no information on the green-haired girl to be found – as if she didn't even exist.

"Find out all there is to know these people," he said to the driver. "And contact the Forever King about this development. I'm sure he'll find the girl most…fascinating."

* * *

 **This was the last chapter before Red Reef decided to cancel. So from here on out, everything will be from my own original writing. I hope you all will support me just as much as you supported her.**

 **Next episode: Side Effects**


	13. Side Effects

**Episode 13: Side Effects**

In recent times, Chinatown was going over a lot of new renovations, because who needed history and culture when you could have fancy parking lots and twenty-four-hour convenience stores? One such building set for demolition was the old Edward Mooney House at the corner of Pell Street – a historical landmark that had thrived in the heart of Chinatown since the late 1700s. So what was the first thing people though to do with this irreplaceable and timeless landmark? Why, take a wrecking ball to it, of course. Without even the slightest hesitation, the construction workers smashed their way through the top levels of the building, destroying centuries worth of antiques in one fell swoop.

"Getting paid to smash stuff," said the wrecking ball operator with a smile on his face. "You gotta love this job."

He took another swing at the building, taking out an entire section of the top floor and ripping away most of the roof. They pulled back the wrecking ball and started winding up for another swing when someone appeared in the newly created hole, leering down at the construction workers from above. The foreman looked up from his clipboard just in time to see the person standing among the wreckage just as his employee started to turn the crane. He waved down the wrecking ball operator, spouting a bunch of indecipherable gibberish that the worked seemed to understand, and the operator quickly shut the machine off. He scratched his head under his hard hat with his pencil as the stranger stepped closer into the light.

A gothic-styled woman with short, maroon hair with multiple pieces, garbed in what could only be described as battle armor with a skull theme. It was Rojo and her symbiote, Skaath!

"If you're gonna knock, try doing it without the rig, jackass!" Rojo shouted. "Now get out of here! We're trying to make a nice home for ourselves!"

"Yeah, well, I hate to break it to you, lady," said the wrecking ball operator smugly with his arms crossed, "but this building is set to be demolished by order of Councilwoman Liang!"

"Yeah, so move it or lose it!" The foreman demanded firmly. "This place is coming down, like it or not!"

"So much for preserving history," Rojo scoffed. "You know, the crappy government system is the reason we became career criminals in the first place – that and because it's fun! So you better go tell this…councilwoman whoever that we don't feel like moving. This is our new hang out, and if you wanna wreck it, you're gonna pay the consequences!"

"Yeah, you and what army?" challenged the wrecking ball operator.

A toothy grin stretched across Rojo's lips, looking over her shoulder and gesturing to someone behind her. Two more women stepped into the light, standing on either side of their leader, both of them revealed to be wearing symbiote armor themselves. The woman on Rojo's right was a tall and muscular African-American woman at least a couple feet taller than her leader with bright-blue hair that had been tied into intricate dreadlocks and the woman on the left was a Caucasian woman only a few inches shorter than Rojo with golden-blonde that cascaded down to the base of her spine. Both of their symbiotes were molded to be exact matches to Skaath, only the African-American woman's was a vibrant blue and the blonde's was golden-yellow.

"Azul, Amarillo, these boys are being very rude," said Rojo playfully.

"Oh, that's not good," said Amarillo with a mock flirtatious tone. "Someone oughta teach them some manners."

"Let me," Azul offered.

The blue-haired woman raised her right arm above her head and the symbiote molded her hand to form a spiked mace, which Azul then threw down on top of the crane, her arm stretching to compensate the distance. The Foreman was already gone by the time he saw Azul shapeshift her weapon and the wrecking ball operator jumped out of his vehicle moments before Azul brought her organic weapon through the roof and down on the controls, creating a small explosion that sent the operator flying. But he didn't reach the ground as Amarillo stretched her own clawed hand and expanded its size, clutching the construction worker's whole body in had palm. The blonde criminal lifted the operator into the air and held him in front of Rojo, who was smiling in a most wicked fashion.

"H-Hey, let me go!" the operator sputtered in a panic.

"Well, since you asked nicely," said Rojo. She nodded to Amarillo, who loosened her grip and dropped him. They listened to the operator scream for a few seconds because he stopped altogether. "Well, that was fun. I think we're starting to get the hang of this whole alien suit business."

" _ **You've definitely improved since we first bonded,**_ " Skaath hissed in Rojo's ear; Azul and Amarillo turned their gazes to the symbiote armor, as if they could hear his insidious voice as well. " _ **This power is meaningless unless you actually use it for something useful other than petty theft and squashing worthless humans. If you really want ultimate power, we must prove ourselves to father.**_ "

"And how're we supposed to do that?" asked Azul gruffly.

" _ **Luckily, fortune seems to favor us today,**_ " said Skaath delightfully. " _ **We have sensed a familiar energy running rampant through the city as we speak. It is the omnitrix, which means that the boy and his shapeshifting ally is on their way. Now is the chance to earn your keep.**_ "

"I've been waiting for the chance to pay that brat back," said Rojo, punching her fist in her hand with a confident smile. "And this time, I'm gonna tear his arm from his body…before I crush his skull beneath my boot."

* * *

Meanwhile, on the opposite side of town, another lowlife criminal was making his getaway in a rather tacky-looking hotrod at full speed, bouncing several feet off the ground as he rode up the hill. Issues with her personal safety aside, the smalltime crook looked back and saw that he was being chased by the most battered RV he had ever laid eyes on. He laughed haughtily, as if already tasting victory.

"Ooh, they'll never catch me," he said.

As it stood, the Rust Bucket seemed hardly capable of catching up to the car thief even with Max slamming the accelerator all he way to the floor; the vehicle was just too big and too heavy to match pace. Trixie would have considered using Nosedeenian DNA to short out the car's engines, or just transform into an Aerophibian and snatch the criminal straight out of the car, but she couldn't. Since Ben had tampered with the Omnitrix combined with the Forever Knights incident, Trixie's powers have been faulty as of late, finding herself only able to transform into a full Galvan so far. And with the Omnitrix still in self-repair mode, it was unlikely that Trixie would be helping out any time soon.

So she was confided the sitting in the passenger's seat, watching in frustration as the criminal pulled further and further away from them. Trixie's lips thinned into a deep frown when she heard the _beep_ of a horn coming from the side and looked out the window.

"Look, there they are!" shouted Trixie.

"You sure?" asked Max, never taking his eyes off the road.

Before Trixie could form a response, a motorcycle sparking with green electricity was zooming down the road with Gwen, dressed as Lucky Girl, holding on to the handlebars for dear life; Ben must have been using the Nosedeenian to power to cycle, Trixie thought.

The pair of Buzzshock and Lucky Girl were starting to catch up to the criminal as he weaved his way through traffic, which may as well have been stopped completely by how slow they were going – one car was literally just parked in the middle of the road for no reason! Unfortunately, that meant Max and Trixie were forced to break off pursuit because of the Rust Bucket's size, but the Tennyson Cousins swerved around the unmoving traffic and climbed up to the sidewalk.

"Please move out of the way!" Lucky Girl shouted to the pedestrians ahead. "Watch out! Superheroes coming through! Whoa!" She yelped after they passed over a crack in the pavement that nearly threw her off. "Hey, watch where you're driving, doofus!"

"If you wanna drive, be my guest!" Buzzshock snapped, his voice crackling from the cycle's motor.

Lucky Girl rolled her eyes with an exasperated groan and forcibly turned the wheel, driving them back onto the road and resuming their chase of the car thief. The petty crook must have noticed them following because he accelerated even faster than before, swerving dangerously around a car-carrying trailer, leaving tire marks on the road from the sharp turns. Buzzshock starts to go around the trailer to follow when Lucky Girl taps the hood to get his attention and points at the trailer. It takes a moment for him to understand, but Buzzshock eventually beeps in confirmation and speeds up to follow directly behind the trailer.

As they approached the car-carrying transporter, Buzzshock raises the front wheel of the motorcycle – Lucky Girl bracing herself against her seat – and comes to rest of the trailer's ramp. It was a little shaky at first, but the duo managed to climb the transport and shoot off into the air; Lucky Girl repressed the urge to scream. When they had landed, the Tennyson Cousins had closed the sizable gap between them and the car thief and were now flying behind him by a minimum of ten feet.

The smalltime crook saw the stunt they pulled in the rearview mirror and slammed the accelerator all the way down to the floor, now going way faster than a hundred miles per hour. He zooms through an intersection at the last second before the light turns red and signals traffic to proceed from the other lanes. One such vehicle happens to be an RV that looked remarkably like the Rust Bucket, only cleaner. Lucky Girl screamed as they pelted straight for the vehicle, but at the last second, Buzzshock turns the motorcycle sideways until they are practically parallel with the road, sliding underneath the RV, and then straightening back up. Buzzshock cackled proudly, but Lucky Girl slammed her fist on the bike's hood in rage.

"Don't ever do that again!" Lucky Girl commanded.

"Okay, geez, don't be such a baby," Buzzshock screeched. "Just use your magic and take the guy out already."

Lucky Girl didn't like the idea of her dweeb cousin giving orders, but the quicker they stopped the bad guy, the sooner she could get off this crazy ride. She focused all her energy into the lucky charm, which glowed on command.

At the same time, just down the street, a seemingly ordinary cat was lurking around the top windows of a random apartment building, pawing at the glass trying to get to a parrot only feet away. Meanwhile, on ground level, a military enthusiast was carrying his collection of caltrops to his car to be moved into storage since he mother wouldn't let him keep them in the house; how he even had a caltrops collection was another question entirely. Just as he was about to load them into the trunk, the cat was frightened off the ledge when the parrot screeched at it, sending the feline dropping several stories until it landed on the man's face. The collector screamed and threw the box away as he tried to pry the cat from his face, spilling hundreds of little spikes all over the road directly in the path of the car thief.

The criminal looked back at Lucky Girl and Buzzshock through his rearview mirror, not paying attention to the caltrops in the street until he ran over them. All four wheels popped instantly – Buzzshock steered the motorcycle around the spikes – and send the car spinning out of control until it hit the sidewalk, smashing sideways into a streetlight that bended at an awkward angle. Lucky Girl and Buzzshock stopped beside the totaled car and saw the thief bent over the steering wheel. He groaned weakly, which meant he wasn't dead yet, much to Lucky Girl's relief.

"Did I ever mention how much I love that charm?" said Buzzshock.

"You and me both," said Lucky Girl proudly. Suddenly, they heard police sirens blaring down the street. "Uh-oh, time to amscray!"

Buzzshock zipped around the corner just as the squad cars started rolling in. They were halfway down the street when Buzzshock suddenly brought the motorcycle to a sudden halt, nearly causing Lucky Girl to smack her head into the handlebars. Curious as to why her cousin stopped, Lucky Girl looked around…and her eyes fell upon the unexplainably abandoned ice cream truck on the side of the road, which had no lock on the door, meaning anyone could just get inside and grab everything inside.

"Ben, no, you better not do what I think you're planning to do," said Lucky Girl firmly.

"Aw, come on, we just nabbed the bad guy," Buzzshock complained. We deserve to treat ourselves."

"Ben, we can't just go taking – whoa!" Lucky Girl yelped as Buzzshock abandoned the bike, causing her to fall over.

The green Nosedeenian zipped over to the truck and dematerialized himself into pure electricity, allowing him to slip through the cracks in the truck and reform inside the freezer. Buzzshock let out a dramatic gasp as he found himself surrounded by what might as well be a mountain of boxes filled with nothing but sweet, delicious ice cream.

"Now we're talking!" Buzzshock cackled.

* * *

Max and Trixie rolled up to the scene of the crash just as the paramedics lifted the cart thief into the back of the ambulance, looking worse for wear. That's what happens when you go over a hundred miles in a narrow city street, Trixie thought shaking her head. When they didn't see either of the Tennyson Cousins, Max turned around the corner, knowing they would have to stop somewhere nearby to wait for a pickup. Naturally, they found Gwen sitting on the curb halfway down the street next to the ice cream truck; she had changed out of her Lucky Girl costume and into her regular clothes, which she had stored in her backpack. Max parked on the side of the road and the two of them stepped out as Gwen looked up, frowning in annoyance. They were quick to notice that they were short one person….

"Where's Ben?" Max asked worriedly.

"Take a wild guess," Gwen grumbled, gesturing her thumb to the truck.

Trixie face-palmed with an exasperated groan as Max stepped over and raised the truck door. As they expected, the Tennyson boy was sitting inside of the cold, subzero freeze surrounded by several boxes of ice cream wrappers and wooden sticks, but the ice cream themselves were missing. Ben was huddled up in a ball, his skin unhealthily pale, his teeth chattering relentlessly, his nose running profusely. And yet he was still in the middle of eating yet _another_ ice cream bar.

"You okay?" Max asked in concern. His reply was a loud sneeze right in Trixie's face; the green-haired girl resisted the urge to slap him and wiped herself with her dress. "I'll uh…take that as a no."

"This is the guy I ended up stuck with," said Trixie irritably. "I wonder if it's too late to take Kevin up on his offer."

* * *

The Tennysons loaded Ben into the RV and drove down the road for a little while until they were out of range of the crime scene; it was better not to get involved with any crime fighting when their best fighter was clearly ill. Trixie, arming herself with a pair of latex gloves and surgical mask, tucked Ben into his bunk and stuck a thermometer in his mouth for several minutes (Trixie suggested a more accurate reading could be done somewhere else, but Ben fought tooth and nail against it). When the thermometer beeped, Trixie removed it from his mouth, but kept it at arm's length.

"Well, there you have it: thirty-eight point three Celsius," said Trixie, speaking in a monotone that was typical reserved for analytical purposes these days. "I think it's safe to say that Benjamin has nasopharyngitis."

"Now what is that in English," said Gwen sarcastically.

"It's just a simple summer cold," said Trixie, tossing the thermometer in the trash can to be incinerated later. "Just about what you would expect when you sit in a freezer set at subzero temperatures eating cold foods in thin summer clothes. Honestly, Benjamin, at what point did that seem like a good idea?"

Ben started making noises that sounded like the beginning of a sneeze, but he managed to suppress it at the last moment. Then he grabbed a bundle of cloth and used it to wipe his runny nose…which turned out to be the hem of Trixie's dress, leaving a huge, green spot on the fabric. Trixie looked at the spot, then back at Ben with an incredulous look that said 'Really, Tennyson? Really?' Meanwhile, Gwen was rummaging through the box of medical supplies that they constantly kept stocked up. When you're fighting aliens and mutants back-to-back every day, it's always a good idea to be prepared for an emergency.

"Cold suppressant, tablets, decongestant, cough suppressant, hospital mask," Gwen mumbled out loud, taking out each item in turn.

"Ugh, I don't need all that junk," said Ben in a congested voice.

"They're not for you, dweeb," Gwen retorted. "They're for me. Once a bug like that gets out, there's no stopping it."

"Urg, why don't you just lock me away in some closet somewhere until I better," said Ben sarcastically.

"Is that an option?" Trixie asked Max hopefully. "Because it's completely viable. All he needs is some snack bars and a couple of bottles of water, and he can survive for a few days at minimum."

"Now, now, there will be no locking people in closest," said Max, much to Gwen and Trixie's mutual disappointment. "All Ben needs is a dose of my famous San Ju Yen Pien cold remedy. Let's go. Chinatown's just down the block."

* * *

The heart of Chinatown was alive in jubilation as the district celebrated the local festival. No one had any idea what the festival was about because today didn't fall under any Chinese holidays, but they didn't seem to need an excuse to run around inside a paper dragon or dress up in funny costumes. As the parade passes down the street, the Tennysons and Trixie walk out of a local drug store carrying a jar of something that the children couldn't pronounce or get close to without burning their noses.

"You know, it's so hard to find fresh potaigadon root anymore," Max complained. "It's all freeze-dried these nowadays.

Ben coughed roughly and said, "Can I get a milkshake or something? My throat is killing me."

"I'm pretty sure frozen treats are what started this mess in the first place," said Trixie, shaking her head.

"Don't worry, the stinkweed honey in the San Ju Yen Pien coats your entire esophageal area," said Max confidently.

Ben looked highly doubtful as his grandpa passed the jar of unknown slimy substance. He twisted the lid off and was immediately assaulted with an odor that smelled like a blended combination of dirty gym socks, rotten eggs, festering mushrooms, and something you were likely to step on at a dog park. Ben fought back the urge to bile as he slapped the lid back into place, keeping the jar at arm's length.

"And that's a good thing?" moaned Ben.

"So…where exactly did you learn how to make this stuff, grandpa?" Gwen asked curiously.

"I picked it up from a monk in Guangdong, China," said Max plainly. Gwen crossed her arms with a blank stare. "They have plumbing in China, too, you know."

Gwen didn't look like she was ready to accept that answer just yet. Ever since the summer started, Grandpa Max had shown to know a lot of unusual things that no normal person would pick up, and his explanations for all of them were starting to get weaker every time Gwen asked. There was something else going on – grandpa is hiding a secret, Gwen thought. Fortunately for the older man, their attention was redirected towards a small staging area that hadn't been there a few minutes ago as an official-looking Asian woman stepped up to the podium, the feedback from the microphones calling everyone to look her way.

"Ladies and gentleman, I want to thank all of you for your support of my downtown redevelopment program," she said. "It's truly a dream come true."

"Oh, you're dreaming, all right!"

It happened quick and without warning. A figure clad in red leaped from the rooftops, flying thirty feet across the air, and landed squarely on the councilwoman's podium, smashing it into a pile of tinder and nearly splitting the staging area in half. The councilwoman fell back in a alarm while the crowd fled in terror. A shadow fell over the fallen official and looked up at the grinning face of Rojo, her right hand molded into a lengthy sword.

"But it's about to be a nightmare," said Rojo maliciously.

The symbiote-clad criminal pivoted around in a full circle with her sword-arm extended, stretching the limb out to slash the walls of the nearby stores. Chunks of cement rained down on top of the fleeing crowd, glass windows and wooden signs smashed inwards, and even the metal streetlamps were sliced in half. Max threw his body over the children as Rojo's blade sliced the store above their heads; a few cement chunks hit his back, nothing too damaging. The Tennysons and Trixie looked back to the staging area as Rojo made her approach on Councilwoman Liang.

"Rojo? How'd she get out of prison?" Gwen gasped.

"I keep telling you prisons are just revolving doors for criminals," said Trixie.

Up on the staging area, Rojo kicked the shattered remains of the podium, walked up to Councilwoman Liang, and lifted her into the air by her collar.

"W-who are you? What do you want?" Councilwoman Liang sputtered fretfully.

"Don't get you panties in a twist, _Councilwoman Liang_ ," Rojo said in a mocking tone, a cruel smile on her lips. "You're just bait for someone else…. Although, I bet we could make a hella ton of cash if we ransom you off."

With that wicked thought in mind, Rojo stretched the organic material around her arm to wrap around the councilwoman's body, constricting her from her ankles to her neck in a thick red-and-black cocoon. Rojo ripped her hand away from the shell and dropped the councilwoman roughly on the ground, causing her to hit the floor with the back of her head, knocking her unconscious. Rojo chuckled to herself over her latest endeavor, but Skaath shuddered against the former biker's skin, showing his displeasure.

" _ **We don't have time for your ridiculous get-rich-quick schemes!**_ " Skaath hissed impatiently. " _ **We're supposed to be hunting the Omnitrix wielder!**_ "

"Simmer down, slimy," Rojo retorted coolly. "We can't find the kid unless he turns on the Omnitrix, and the best way to make him do it is by causing some mayhem. Trust me, that kid loves to play the hero. If he's around here, he won't be able to resist the chance for a rematch."

As Rojo had anticipated, Ben couldn't fight back his greater impulses and stepped out in the middle of the street when the crowd had finally dispersed, giving him a clear line of sight toward Rojo. Though his nose was still running and his throat burned like fire, Ben raised the Omnitrix's selection dial; Rojo noticeably straightened up on the staging area, sensing the Omnitrix's activation. The sickly hero turned the dial as fast as he could until he found the silhouette of the fairy-winged alien he needed.

"This looks like a job for…," Ben mumbled, weakly raising his hand.

But just then, he winded up into a big sneeze, unconsciously slapping the Omnitrix dial harder than usual. When the flash of green light faded, Ben saw that he wasn't Pesky Dust, but –

"Arctiguana?" he moaned, his voice just as stuffed up as his human form. "Aw man…. The one time I wanted the wimpy-looking alien…."

Rojo spun around on her heel when the green flash went off and spied the Polar Manzardill in the middle of the road, and out of the corner of her eye, she noticed Max and Trixie on the sidewalk; Gwen disappeared around the corner to change into her Lucky Girl costume. The symbiote-fused criminal leapt off the stage and pounded the pavement a few feet away from Arcticguana, who stepped back hesitantly as loomed over him intimidatingly. While Rojo had never actually fought this alien before, there was definitely something weird about it – Arctiguana's normally blue skin was pale-white and there was a lot of mucus dripping down his gills, forming a slimy puddle on the ground.

"Ew…you okay?" asked Rojo disgustedly.

"That's – " Arctiguana sniffed, "that's what people are gonna…gonna be asking you in a minute…."

"Man, your comebacks have gotten weak since last time," Rojo taunted, putting up her fists. "We've been wanting to pay you back for throwing in the slammer. We're gonna pound you into paste."

"Oh yeah," said Arctiguana throatily. "You and what army?"

Rojo confidently smirked at the challenge and stretched out her arms to either sign. As if being given their cue, Azul and Amarillo hopped down from their places on the rooftops and slammed down onto the next to their leader, cracking the street beneath them. Arctiguana let out a throaty gasp as he looked between the tall and burly Azul, the proud and lethal Rojo, and the athletic and flirty Amarillo, noticing immediately that all three of them were dressed in symbiote armor with the colors being the only thing that differentiated them.

"There are more of them?" Max gasped from his and Trixie's hiding spot behind a fruit stand.

"Doh, I completely forgot!" Trixie chastised herself, slapping her forehead with her palm. "Klyntar are able to reproduce asexually! It can create more of itself!"

Azul molded her hand into a spiked mace and swung her extended arm at Arctiguana. The Polar Manzardill not only hopped over the stretched limb, but he grabbed Azul by what should have been her wrist and pulled her sideways, swinging her around in a full rotation before throwing her into a cart selling chicken dumplings. Amarillo glared angrily at Arctiguana as she extended the claws on her hands to foot length and rushed the freezing lizard. But Arctiguana dropped on his stomach and started sliding down the road – the mucus in his gills being a good source of slickness – and headbutted Amarillo's legs. The blonde criminal was flipped forward and landed facedown in a puddle of Articguana's mucus; Arctiguana laughed at Amarillo's disgusted cries. He pushed back up to his feet a few feet away from Rojo, who had crossed her sword-hands defensively across her chest, eyeing the alien with wariness.

"Hey, Rojo, why don't you…chill out," Arctiguana muttered stuffily.

Arctiguana took a deep breath and exhaled…but nothing came out, not even a little wisp of chilly air. The Polar Manzardill stood awkwardly still, his mouth wide open, and Rojo raised a curious brow at the lizard. He started to inhale again, but suddenly started choking on his own breath and held his chest in a coughing fit. Arctiguana felt a harsh, burning sensation in his throat – completely opposite of its natural chill. Though still confused at the kid's lackluster performance, Rojo wasted no chance to kick Arctiguana under his chin, sending him flying into a vegetable stall, lying in a nest of freshly shredded lettuce.

On the opposite side of the street, Max and Trixie leaned anxiously around their hiding spot.

"What's wrong with Ben?" Max asked in concern. "Why didn't he ice Rojo?"

"The effects of Benjamin's cold must have been transferred over to his aliens," said Trixie knowledgably. "I always theorized the biological condition of the user would influential in the transformation sequence, but it had never been proven until now. Benjamin's throat is so irritated that it had nullified his arctic breath. He's powerless in this state."

Arctiguana moaned weakly, rubbing his throbbing forehead; his cold combined with Rojo's one-hit K.O. made his brain feel like a thousand tiny men were using it like a drum. As he started to sit up, a set of shadows fell over him and the Polar Manzardill looked up to find himself surrounded by the Symbiote Gang, all of them arms with their personalized organic weapons.

"I thought you said this guy was supposed to be tough," said Amarillo disappointedly.

"He doesn't look that tough to me," said Azul gruffly.

"I don't know what his deal is, but I'm not gonna complain," said Rojo satisfactory with her sword-arms raised. "Let's hurry up and cut the Omnitrix out of him so that we can collect out big fat bonus."

The Symbiote Gang approached Arctiguana menacingly when someone called out, "Hold it right there!" and the multi-colored trio spun around. Arctiguana let out a relived sighed when he saw Lucky Girl standing on a crate across from them with her fists on her hips, staring down Rojo and her symbiote-fused posse.

"Step away from the big gross lizard and no body gets hurt!" Lucky Girl threatened them.

"Whose the brat in the unitard?" asked Amarillo, frowning.

"Dunno, never seen her before," said Rojo, shrugging her shoulders. She turned to Azul and said, "Get rid of her."

Azul grunted in confirmation, turned to face Lucky Girl, and charged at the redhead with her spiked mace raised above her head. Lucky Girl glared at the blue-suited criminal as she focused her power into the lucky charm, which glowed with energy.

Off onto the right side of the street, one of the signs that Rojo had slashed from her initial attack on the street was barely hanging on one side by a thread when it suddenly snapped without warning, sending it swinging sideways. Just as Azul was within striking distance of Lucky Girl, the sign slammed into her side and sent her flying headfirst into a trash can filled to the brim in mess, her legs flailing helplessly in the air. The sigh then cut the wire on a line of paper lanterns, dropping one into a crate of fireworks below. The flame from the lantern ignited one of the rockets, sending it whizzing across the air with an ear-piercing shriek until it hit Amarillo in the chest, carrying her down to the farthest end of the road. At the same time, the sign had been at the height of its arc when the other rope snapped and fell right on top of Rojo, who had been watching Amarillo get carted off. The sign slammed the back of Rojo's head with the edge and knocked her flat onto the ground, stunning her.

The woman in red groaned weakly as she held her head, which was pounding hard, while Lucky Girl jumped off the crate, ran over to Arctiguana, and pulled him up by his arm.

"C'mon, they're not gonna stay down for long," said Lucky girl urgently.

Not giving him a chance to argue, Lucky Girl pulled Arctiguana down the road.

* * *

Gwen and Ben had regrouped with Max and Trixie at the Rust Bucket. The young Tennyson boy moaned miserably as he laid back in his bunk with his grandfather at his bedside, holding a jar of foul-smelling liquid while the girls were hanging around Gwen's laptop, partially investigating Rojo's gang, and partially because they didn't want to get Ben's sickness.

"Ouch," Ben whined. "Aw man, just when I thought it couldn't get any worse."

"Here, this'll help," said Max, offering the noxious jar. Ben gave it a suspicious look and took a whiff, immediately making disgusted noises at the scent. Max chuckled and said, "Don't worry, it smells worse than it tastes…. Or is that the other way around? It's not just you I'm worried about. Seems like your bug has spread to all your aliens as well. No telling how it'll affect them."

"It's the first time I ever heard of a Polar Manzardill being defeated by a cold," Trixie commented. "It's ironic when you think about it."

Ben frowned at the jar. He didn't want to ingest something knowing that Grandpa Max used a bunch of weird ingredients to make it, but if there was any chance of fighting this cold quickly, he had to suck it up. Ben pinched his nose and downed the unknown concoction in three massive gulps. The urge to bile was very strong, but he resisted it – he had a lot of practice with Max's cooking.

"That…was so grim," Ben groaned darkly.

"Heh, don't worry," Max laughed lightly. "After ten or so doses, you'll start to get used to it."

"Ugh, I don't know what's worse," said Ben dreadfully. "The cold or the cure."

"That is the most disgusting thing I've ever seen," said Trixie.

"This coming from a girl who ate a bucket of worms," said Gwen, shaking her head, then looking back at her laptop. "Anyway, I think I found something on Rojo's gang. According a news article in Louisiana, Rojo – real name Leslie Russel – was sent to Belle Reve after we beat her last time. It's a prison for the most dangerous criminals, especially those with powers. Except Rojo managed to break out with two other people: Shauna Nilam and Heather Blaine – AKA Azul and Amarillo. They've been hiding until recently."

"And during that time, Rojo's Klyntar spawned two more for her friends," said Trixie.

"Any idea where they might be now?" asked Max.

"Someone took a picture of them after the fight and posted it on Chirper with the hashtag _sick biker chicks_ ," Gwen answered. "It looks like they're hiding out the old Edward Mooney House at the corner of Pell Street…. And they have Councilwoman Liang with them."

"Probably looking to get a ransom in addition to Ben's Omnitrix," said Max, scowling.

While they were talking, none of them noticed Ben sneakily hiding Grandpa Max's medicine in a drew next to the bed.

"What grandpa doesn't know won't hurt me," Ben muttered softly.

* * *

Back at this hide out, Councilwoman Liang was left hanging on the wall in her red-and-black symbiote cocoon, remarkably ignored by the alien-powered criminals. Azul was leaning again the wall with her arms crossed and Amarillo was flipping through a magazine, both pointedly ignoring the fact that Rojo had punched her fist through yet another support beam, making the roof above their heads shake. That was the third support beam since had broken since they started hiding out here. At this rate, Rojo would do the construction worker's job for them.

"They just got lucky, that's all! Lucky!" Rojo roared. "Won't happen next time!"

"Please," Councilwoman Liang whimpered. "Don't hurt me…."

"Oh, shut up already," Rojo snapped. She tossed a piece ofe symbiote, using it to cover the councilwoman's mouth.

" _ **Why did you insist on bringing that woman with us?**_ " hissed Skaath. " _ **You're not still looking to make a profit off here, are you?**_ "

"That was the plan at first," Rojo grumbled, "but now she's just useful for bait. Like I keep telling you, that kid will want to play the hero and rescue her. They're good at tracking themselves – they'll find us eventually."

" _ **And what will you do then?**_ " questioned Skaath. " _ **Four times you have fought against the boy and his little friends - three of them with US at your side – and you still failed to capture him! What will be different? What will you do to finally rid that annoying little insect once and for all?**_ "

Rojo stayed silent for a moment, pacing back and forth with her clawed finger on her chin, thinking. She stopped near the window and looked out into the distance, suddenly wearing a very serious look.

"Hey, slimy, just how tough is the Omnitrix exactly?" asked Rojo slowly.

" _ **According to father, it was built to be almost indestructible for potential…roughness,**_ " said Skaath. " _ **Why?**_ "

Rojo didn't answer; a evil grin stretched across her lips.

* * *

Half an hour later, the Rust Bucket parks on the side of the street next to the Edward Mooney House. Trixie leaned forward in the passenger's seat, gazing up at the building with its recent damage from the wrecking ball – the machine was still on the premises, but smashed to pieces, no doubt caused by Rojo's gang.

"I can't believe they want to tear down a historical landmark to build a…what was it, again?" Trixie asked Max.

"A video store, which makes no sense since people can just mail order them these days," said Max, shaking his head. "Just another example of our government at work."

"Let's not stick around too long," said Gwen, replacing her Lucky Girl mask over her eyes. "We should grab the councilwoman and run. Let's not take any chances of running into Rojo and her pals."

"Don't worry, I can…I can…," Ben started, ending with a loud sneeze that sprayed all over Trixie's face.

"That is starting to become annoying," said Trixie blankly.

The four of them leave the Rust Bucket and step inside the Edward Mooney House, which was a lot worse for wear than they had expected. Being a historical monument, you would think that there would be someone keeping maintenance of the place, but it looked like people couldn't care about the place and allowed it to fall into urban decay. A lot of the old paint was peeling off the walls, the foundation groaned around them, and there were holes all along the floor and walls. There were bits of old furniture lying in the rooms, though it was hard to tell if it was because of the building's lack of care, or because Rojo's gang decided to have some fun. They walk down the first-floor hallway and make their way to the room at the end of the corridor, but Ben noticeably hangs back for a moment….

Max and the girls walk into a living room that was surprisingly better maintained than the rest of the house. The furniture was obviously second-hand because of the holes in the fabric and some exposed springs, but other than that, the room looked livable. A nice rug to cover the rotting floorboards, a coffee table in the middle with a half-eaten pizza and a couple magazines, and a large, but slightly cracked television on the wall. But the thing that drew the Tennysons were the bags full of stolen goods just tossed around the place. Most of them were stuffed full of money, no doubt stolen from several banks during the gang's trip across the country, and others were filled with clothes, electronics, jewelry, and, interestingly enough, a bunch of parts that looked to belong to motorcycles.

Max walked over to the stolen loot an inspected the motorcycle parts, frowning.

"They've definitely been hiding out here," Max confirmed. "But the question is, are they still around?"

"The Klyntar bonded to Rojo wants the Omnitrix for its 'father' – whoever that may be," said Trixie knowingly. "They wouldn't leave town when its close by. They have to be here…somewhere…."

Lucky Girl stepped over the bags of money, looking around the room, and she said, "Hey, where's Ben?"

Max and Trixie searched the room as well and realized that Ben was indeed missing. They shared a worried glance and started to walk back into the hallway, hoping that Ben just somehow got lost, when a tall shadow loomed over the threshold. It stood several feet taller than Max and had glowing yellow eyes with sharp horns growing out of its head. Max immediately pulled Trixie behind him and Lucky Girl quickly jumped to the front, her lucky charm glowing threateningly.

"You better back off, pal, if you know what's good for you!" said Lucky Girl. But the shadowy figure stepped into the light…and revealed himself to be Diamondhead, who had used his fingers to simulate horns. Lucky Girl groaned and said, "Really, Ben? You think this is funny?"

"Well, I thought so," said Diamondhead nasally.

There was a noticeable paleness to the Petrosapian's normally bright-jade texture and more than a few brittle cracks along its silicon body. Perhaps another side effect of Ben's sickness, Trixie thought, though she hoped that the change in appearance was the only thing different about him. But before she could give it any more thought, they heard a sharp cry echoing through the ceiling followed by something that sounded like a faint smack.

"That came from right above us," said Max.

"I'm on it," said Diamondhead.

Diamondhead rushes into the living room, clipping his shoulder crystals on the threshold. But instead of breaking the door like they should have; Diamondhead's crystals were chipped off like a shard of ice; Trixie was the only one to notice this before the Petrosapian got in between the group and created a crystal platform underneath their feet and commanded it to rise. Diamondhead threw his body protectively over the others and they smashed their way through the ceiling and held on tight as they were thrown forward into the second floor, landing roughly on his back while the Tennysons were on top of him. A chorus of snapss sounded as Max, Trixie, and Lucky Girl jumped off the Petrosapian, who was now covered from head-to-toe in cracks.

"What's wrong with Ben?" Lucky Girl asked in concern.

"The cold must have affected his silicon base," said Trixie knowledgably. "It's turned him brittle, making even the slightest impact damaging."

"Great," Diamondhead groaned. "Now I get the alien made out of rock candy…."

"Please, help me…."

Remembering why they were there, Max looked over and spotted Councilwoman Liang cocooned to the wall and rushed over to help while Trixie and Lucky Girl worked on getting Diamondhead back to his feet. The elderly man looked over the black-and-red shell and cautiously touched the mysterious goop. It was solid, but very thin and flexible – like spider silk. Max grasped a handful of the cocoon and ripped the front away with a surprising show of strength that couldn't be expected for a man his age. Councilwoman fell forward into Max's arms with a delirious moan, taking a few seconds to collect herself. She shook her head to shake off the dizziness, then looked between Max, Trixie, Lucky Girl…until her eyes fell on Diamondhead. She let out a frightened gasp and backed away, but Max grabbed her shoulder gently.

"Easy, easy, we're the good guys," Max spoke to her softly. "We're here to rescue you."

"I…I see," said Councilwoman Liang hesitantly. "Well…thank you, then."

"Hey, it's no problem," said Diamondhead, doing a heroic pose. "That's just what us superheroes do."

He might have looked impressive if he didn't start having a coughing fit and spewed out dozens of tiny diamonds. Councilwoman Liang gave Max a questionable look, to which the elderly man only shrugged his shoulders.

"We should flee the place before Rojo and her accomplices return," Trixie suggested.

"Too late for that!"

The Tennysons turned around as Azul and Amarillo appeared from the shadows, but Rojo was noticeably missing from the group. Amarillo expanded her fist to five times its normal size, yelling, "You're trespassing!" and stretched it across the room, slamming Diamondhead jawely in the jaw; a large chuck of crystal broke from his chin and smashed on the floor at Trixie's feet. Azul formed her spiked mace and swung it across the room, ripping a line through the brick and mortar. Max pulled the councilwoman down while Trixie and Lucky Girl threw themselves at the floor.

"Oh man, this is getting way too easy," said Amarillo, laughing playfully.

"Don't know why Rojo was so worried about these chumps," said Azul, retracting her arm.

"And where is your boss, anyway?" asked Max suspiciously.

"Wouldn't you like to know?" said Amarillo, extending her claws once more.

"Grandpa, look out!" Lucky girl cried.

The blonde symbiote-wearer stretched her fingers toward Max, but the elderly man quickly bounces up to his feet and jumps out of the way with Councilwoman Liang, making Amarillo stab the floor instead. Unfortunately, the structural weakness of the building caused several chunks of the floor to break away and fall to the floor below, including the portion that Lucky Girl rested on. The masked heroin started to fall when the ground gave away, but Trixie dived over and grabbed Lucky Girl's wrist at the last second. It was very lucky that she did, because if she had fallen, Lucky Girl would have landed on a box of very pointy tool.

"Thanks for the save," Lucky Girl sighed gratefully as Trixie pulled her up.

"You can thank me later," said Trixie, leering across the room at Azul and Amarillo, who were chasing Max and the councilwoman. "Right now, we need to take them out. Grr…if only my powers weren't cut off…."

"Hey, jerkfaces!" Diamondhead yelled as he got up to his hands and knees, drawing the criminal duo's attention. "Why don't you pick on someone your own size?"

Azul and Amarillo exchanged inquisitive glances…and then they smiled most wickedly.

With their respective weapons formed on their hands, Azul and Amarillo rushed headlong at Diamondhead, who stepped back in surprise from the sudden charge. Amarillo was the first to reach the Petrosapian and slashed at his face with her nails, but Diamondhead raised his forearms together to block it. Deep gashes formed in the silicon where Amarillo sliced him and Diamondhead cried out in pain. Azul ran around her partner and slammed her mace into Daimondhead's chest, creating a huge dent in his body and sending him flying across the roof into a support beam, smashing his way through it.

The Petrosapian groaned weakly as he pushed himself to his hands and knees, his entire body aching – something he was unaccustomed to in this form. He looked forward and saw Azul and Amarillo marching toward him with their weapons raised in an intimidating fashion…. And then he noticed the ceiling, which suddenly had a massive crack in it that wasn't there before. He followed the crack all the way to the support beam he had broken, and, suddenly, he had an idea. The Petrosapian weakly rose to his feet, walked wobblily into the corner of the room, leaned his back against another support beam, and gave them a 'Bring it on' gesture.

"Is that the best you got?" Diamondhead taunted. "I fought grannies tougher than you."

Amarillo didn't seem bother by the insult, but Azul growled furiously and thrust her mace at the Petrosapian's head. Diamondhead ducked underneath as the mace smashes through the support beam, causing the ceiling to rattle violently. He then dashed over to the next beam as Amarillo swiped her claws through the air. Diamondhead rolled out of the way and her nails sliced the support beam to splinters; the ceiling quaked once again. Diamondhead then moved to the beam in the middle of the room and goaded the pair again by gesturing them to come at him. Now thoroughly annoyed, Azul and Amarillo stretched their organic weapons together, only for the Petrosapian to ducked below then and let their hands destroy the beam.

The Symbiote gang retracted their limbs to prepare for another attack when the room started to tremble violently and looked up, only now realizing the dozens of cracks that were cut across the ceiling. A large chunk of stone broke away and fell on top of Amarillo, pinning the blonde to the floor. Azul grabbed the rock and tried to lift it off her partner when another stone fell on top of her, knocking her down as well. Meanwhile, Trixie and Lucky Girl ran over to Max and Councilwoman Liang as they were both making their way to the door.

"The whole place is coming down!" Lucky Girl cried.

"I think that was Benjamin's big idea!" yelled Trixie, throwing her arms over her head.

"Quickly, we have to get out of – " Councilwoman Liang started.

But by a string of bad luck ("What is that charm even good for?" Trixie snapped at Lucky Girl), the roof collapses on top of the door, cutting off their escape route. Max, Trixie, Lucky Girl, and the councilwoman back away just as a huge slab of rock fell on top of them -

* * *

On the outside of the old monument, people could watch with a mixture of awe and shock as the entire house completely collapsed in a most spectacular fashion, leaving only a small mountain of brick and wood, some even spilling into the street and forcing cars to drove on the sidewalk. There was a still silence in the air as the dust slowly settled…. Suddenly, a large slab of rock was lifted off the ground, held firmly overhead by Diamondhead, and tossed backwards. The Petrosapian collapsed on his back and reverted back to Ben in a flash of red light while Max, Trixie, Lucky Girl, and Councilwoman Liang cautiously rose to their feet, all of them a little dusty but otherwise okay.

"How did Diamondhead manage to hold up the building for us?" Lucky Girl asked Trixie. "I thought you said his crystals were brittle."

"They are," Trixie acknowledged. "But that doesn't mean he's lost any of his natural Petrosapian strength."

"This," Councilwoman Liang sighed tiredly, "has been a really weird day, even by Chinatown standards."

"Welcome to our world," said Lucky Girl.

"Say, where'd that big guy made out of rocks run off to?" asked Councilwoman Liang. "I wanted to thank him?"

"We'll let him know," said Trixie.

"Can you find your way back home?" Max asked the councilwoman.

Councilwoman Liang nodded appreciatively and walked away, possibly considering a change in career – politics was just too stressful.

"So, where do you think creepy biker girl number one ran off to?"

As if to answer his question, a pile of rubble suddenly started to shift a few feet away and the Tennyson party saw Azul and Amarillo dragging themselves out of the ruins. Amarillo immediately collapsed facedown with a painful moan, but Azul gave it her best effort to stand up, only for her to trip and fall flat next to her partner. The symbiote made them strong, but even they could withstand having a building dropped on their heads. Azul heard footsteps coming closer and glared up at Ben, Trixie, Max, and Lucky Girl standing over her and Amarillo.

"Yeah, enjoy it while you can," Azul growled. "You may have won this fight, but you've already lost the war. Just you wait, you're all gonna be sorry when Rojo's done destroying this stupid city."

"What do you mean?" asked Trixie. "What is your leader planning?"

"Since there's no way you can stop her, I might as well tell you before it's too late," said Azul, grinning victoriously. "Rojo's on her way to the nuclear power plant as we speak. She's gonna detonate the place and take out the whole city with you brats in it!"

"What? Why? Why does it always have to be a nuclear power plant? Why?" Lucky Girl complained. "I mean, that is like, the biggest cliché of all time!"

"She would really go that far just to retrieve the Omnitrix?" asked Trixie, surprised. "Got to give her credit, she is an ambitious one."

"We were packing our stuff when you brats showed up," said Azul.

"And now you're gonna get caught in the blast with us," said Lucky Girl.

"It doesn't matter," said Azul sadistically. "As long as I go out knowing you're all coming with me."

"We don't have time for this," said Max seriously. "We need to get to that power plant and fast."

* * *

The Rust Bucket skid its wheel around the bend of the mountainside road when Max refused to let his foot off the accelerator, knocking the children back and forth as they climbed higher. The nuclear power plant had been situated at the top of a small cliffside overlooking Chinatown and they had to take the long way to reach it since there was no road that went directly there. Gwen and Trixie were holding on to the table while Ben buckled himself into the passenger's seat. The Omnitrix-wielder was shivering badly, rubbing his arms for warmth while his teeth chattered.

"Turn on the heat, grandpa," Ben begged. "It's freezing in here."

"It's already on, Ben," said Max, "but you're shaking like an earthquake. Gwen, get him another dose of my San Ju Yen Pien."

"Wha – no!" Ben yelped urgently. "I mean, I…just finished it off. Uh, yeah, all gone. I'm sure it's gonna start working any minute now."

"Shouldn't we be taking this time to come up with a plan?" asked Gwen insistently. "Her flunkies were easy enough to deal with, but Rojo nearly flattened us last time we fought her. Didn't you once say that the Symbiote has a bunch of weaknesses, Trixie."

"High frequency soundwaves and intense heat," Trixie answered. "But the last time I used Pyronite DNA against her, it had no effect. The Klyntar's bond with Rojo seems permanent, which means its usual weaknesses may no longer apply."

"Well, that's just great," Ben complained, shivering. "Is there anything we _can_ do?"

"You defeated her with a Nemuina last time, so that's always an option," said Trixie. "But in case the Omnitrix refuses to give the proper alien because of your mishandling of the core – _again_ – there is the option to freeze her. All matter slows down when exposed to sub-zero temperatures, even a Klyntar."

"But Arctiguana couldn't use his freee breath last time," Gwen pointed out.

"Then you better hope the Omnitrix is very forgiving," said Trixie, making Ben frown.

* * *

They arrived at the nuclear part and, unsurprisingly, the whole place was completely abandoned – no staff, no security, nothing. Trixie can't help thinking how unrealistic that every secure building they've visited during this road trip has had no guards doing their jobs. Ben, Trixie, Max, and Lucky Girl just walked in through the front gates unhindered and walked through the empty hallway without meeting a single person along the way when the lights suddenly went out, casting them into temporary darkness. They came back on a moment later along with flashing red lights and a shrill alarm.

"What's happening?" asked Ben worriedly. "Is that bad?"

"No, I'm sure anytime an alarm goes off inside a nuclear plant, it's good news," Lucky Girl retorted sarcastically.

" _ **Core temperature rising,**_ " an automated voice said over the loudspeakers. " _ **Approaching critical mass.**_ "

"Rojo must be fooling around with the reactor's controls," said Max seriously. "Let's go."

They had no trouble finding the control room – it was the room where all the smoke was floating out of. Unfortunately, when they arrived in the room, the place had already been completely trashed. Entire panels had been ripped off the walls and there were long gashes across the computers that look like they had been cut open with a very sharp knife. Rojo must have already been here.

"All the controls are smashed," said Max after a quick glance around the room. "We'll have to shut it down manually."

"How do we do that?" asked Ben.

"Just outside the reactor core," Max explained to them, "there's an emergency override system."

"Let me guess: you learned about nuclear reactors from a monk in China," said Lucky Girl with a hint of accusation in her tone.

Max looked at his granddaughter out of the corner of his eye with a suspicious look at her words, but then suddenly dived forward and dragged her to the floor. The reason: a red-and-black sword stabbed the air where Gwen had been standing previously, cutting up the desk behind them, and retracted to the door. The Tennysons looked over as Rojo appeared in the threshold, reverting her sword back to a claw with a cruel sneer.

"Come to get front row seats for the fireworks?" Rojo taunted.

"If this place goes nuclear," Ben said stuffily, wiping his nose while gesturing to Rojo, "you're going to end up blowing up along with the rest of us."

"We'll see about that," said Rojo confidently.

The redheaded criminal hunched forward and grunted in concentration. Tendrils of Skaath's ooze grew from her skin and looped around her body, increasing the thickness of her muscles until she was three times larger than normal size. Her elaborate skeleton armor became smoothed out into a single, crimson-red body suit while keeping the skull logo on her chest in black. The Symbiote crawled over her face – Rojo smiled insanely at the Tennyson's before it swallowed her whole – and formed a head with inch long teeth, a lashing tongue, and black patches to represent her eyes. Once her transformation complete, Rojo let out a booming roar that rattled the room, making Ben and the other stumble back in fright.

"When the reactor goes critical," said Rojo, her voice deep and monstrous, "we'll be snug as bugs in a rug."

"Is it possible for them to survive a nuclear blast at point-blank?" Lucky Girl asked Trixie.

"It shouldn't be," said Trixie with a hint of uncertainty. "But then again, fire doesn't seem to affect them the way that it would other Klyntar. Perhaps their bond has strengthened the Klyntar to a point where it can withstand heat and radiation. I don't know – this is the first time I've ever seen a Klyntar with a perfect host."

"So Rojo's goopy alien suit is gonna protect her from the meltdown?" said Ben, frowning with worry.

The monster-sized Rojo took a step forward into the room, her giant feet leaving a large imprint in the floor. While Max pulled Trixie and Lucky girl back, Ben stepped up to meet her and activated the Omnitrix. As he cycled through the aliens, he started to think to himself. He needed to take down Rojo, but he didn't know how his cold was going to affect his aliens. Arctiguana had a burning throat and Diamondhead was too fragile. It was like the sickness was making his aliens the opposite of what they were supposed to be…. Suddenly, he dialed back a couple aliens and then slapped it down on a certain silhouette.

Lucky Girl and the others were temporarily blinded by the light, but looked up when the shine dimmed. Much to her confusion, the luck-based hero stared up the broad back of Heatblast…only there was something different….

"Wait," Lucky Girl said slowly, "something's…weird about you…."

In truth, Heatblast didn't look as weak or impaired as the other aliens Ben had used – the only different was that his flames were blue instead of the usual orange.

The oddly-colored Pyronite turned to his cousin and said, "I have an idea. It's a longshot, but I think it might work. I'll take care of Rojo – you guys shut down the reactor."

"You're gonna take care of me, huh?" Rojo laughed, her lengthy tongue twisting disgustedly. "Don't make me laugh – "

Without warning, Heatblast suddenly jumped and tackled the monster-sized criminal against the control panels, giving Max, Trixie and Lucky Girl a chance to run. Rojo backhands Heatblast across the room and turns to follow the others, when Heatblast suddenly runs over, grabs her by the arm, and flips her over his shoulder. The massive Symbiote slams into the window, making a spiderweb of cracks on the surface, and slides down to the floor. Rojo starts to pick herself up when Heatblast runs up and starts punching her repeatedly across the face, pinning her to the wall. But after a dozen or so hits, Rojo finally had enough and grabbed Heatblast by the face, lifting him off the ground as she rose to her feet. Surprisingly, even though his head was covered in flames, he felt cool to the touch.

" _ **Meltdown in five minutes.**_ "

"Hope you brought your sunscreen," Rojo said tauntingly, "because it's about to get real hot around here."

"Grandpa and the others will stop the reactor before that happens," Heatblast declared firmly.

"Hmm, you make a good point," Rojo hissed. "Better finish you off quickly so I can rip them to shreds."

She tossed Heatblast into the control panels, dropping him to his hands and knees. The massive Symbiote approached her opponent, casting her large shadow over the blue-flamed Pyronite, and clenched her fists over her head – it seemed like her ability to craft weapons didn't work in this form. Heatblast sniffed and wiped his nonexistent nose while looking up.

"Oh man, I really hope this works…," he moaned.

He held out his hands and willed the fire to his hands like they normally would, but instead of feeling the heat rise to his palm, he felt a bone-shivering chill running up his arm in a similar way it felt to using Arctiguana's freeze breath. To his immense relief and satisfaction, a narrow beam of icy-blue energy exploded from his palm and blasted Rojo in the chest, covering the Symbiote in a thick layer of ice. The criminal duo screeched fretfully as they stumbled backwards in shock, clawing at the ice in a blind panic. Heatblast pumped his fist happily.

"Oh man, I can't believe that worked!" Heatblast cheered. "If my cold gives Arctiguana a burning throat and makes Diamondhead brittle, then that means it also turns Heatblast's flames into ice. Man, I was totally guessing on that one. I completely lucked out – "

"YOU MISERABLE LITTLE GNAT!" Rojo snarled, grabbing Heatblast by the shoulders and pulling him away.

* * *

While those two were duking it out in the control room, Max, Trixie and Lucky Girl managed to find their way into the reactor core. The huge column of red-hot cylinders was glowing dangerously as the heat rose to an unbearable rate inside the chamber, making them sweat prophusely.

"Ugh, it feels like a million saunas in here," Lucky Girl groaned, pulling at her costume that was clinging uncomfortably to her body. "How're we supposed to shut this thing down?"

"There should be a manual switch somewhere around here," said Max, walking around the perimeter of the core without getting too close to the burning metal. "It should be right about…. Oh no…."

Trixie and Lucky Girl walked around to join him and found the panel hidden in a narrow alcove between the cylinders. Unfortunately, the panel was sparking because of the deep gash that ripped diagonally across the machine.

"Rojo must have destroyed the controls beforehand," said Max.

"So now what do we do?" asked Trixie, worriedly.

" _ **Core temperature critical. Meltdown in one minute.**_ "

* * *

Back up top in the control room, Monster-Rojo threw Heatblast across the room, but the blue-flamed Pyronite tucked and rolled into a crouched position then shot the Symbiote with another ice blast. A cast of solid ice completely covered Rojo's right arm that she used to block the beam. The Symbiotes arm ripped apart from the main body and smashed on the ground, exposing Rojo's real arm underneath, but Skaath coiled his slimy tendrils together and regrow the limb in its place.

"Okay, that's gotta be cheating," Heatblast complained.

Having just about enough of Ben's antics, Rojo charged headlong at Heatblast and tackled him into the window, sending them both flying through the cracked glass and into the core chamber. Max, Trixie, and Lucky Girl snapped their heads up when they heard the glass break and watched Rojo hit the floor while Ben blasted his ice beam at the floor, creating a giant icicle from which he safely slid down and joined the rest of his family.

"Somebody call for a hero?" said Heatblast dramatically.

"I don't get it," said Lucky Girl, shrugging. "Since when is Heatblast an automatic ice cube maker?"

"I was taking a chance that since my cold had opposite effects on my other aliens that it would do the same for this alien," said Heatblast honestly.

"Of course," Trixie gasped in realization. "Pyronites are nothing but pure heat and molten rock – they don't get colds biologically speaking. But in this case, your illness must have introduced a genetic mutation that altered the Pyronite's physiology, giving it cryogenic powers instead."

"I guess for some aliens, getting a cold isn't just an expression," Heatblast said jokingly.

"We can discussion alien biology later," Max said urgently, shoving himself in the middle of the group. "Ben, Rojo smashed the controls and there's no way to override the core. We'll need to find another way to cool down the reactor."

"NOOOOO!" Rojo screeched.

The gigantic Symbiote bounded back to its feet and started charging at the Tennysons like a raging rhino on the rampage. But this time, Ben was ready for her. He held his hands together and compressed his newfound cold powers into a swirling ball of frost between his fingers, thrusting it at he furious Symbiote. The cold ball hit Rojo squarely in the chest, molding an instant glacier that spread from the point of impact and expanded in every direction until Rojo was completely sealed inside a giant block of is, her arms suspended over her head and her tongue frozen in mid-lash. The Tennysons waited to see if Rojo would try breaking over, but it looked like the Symbiote had been completely stopped in its tracks –

" _ **Core meltdown in ten…nine…eight….**_ "

"Why does there always have to be a countdown timer?" Trixie groaned.

"Stand clear!" Heatblast ordered. "I've got an idea!"

Max, Trixie, and Lucky Girl raced back to the door as Heatblast face the nuclear core, taking in the sheer size of the towering stacks of radioactive cylinders. As the countdown stared winding down to its last seconds, Heatblast threw out his arms and shot the core with a double blast of freeze ray. Thick clouds of steam rose from the point of contact as heat and ice fought for superiority, but that only compelled Ben to increase the pressure. Slowly, but sure, the room's temperate started to decrease as ice started creeping up the core until –

" _ **Core temperature falling. Returning to below critical limits.**_ "

Heatblast let his arms drop to his sides and fell back on his butt, exhausted but relieve.

"All right!" Lucky Girl cheered.

"Way to go, Ben!" Max praised.

"Cutting it a little close, weren't you?" Trixie teased.

"Thanks," Heatblast said tiredly. "Now…can we please get some hot chocolate or something?"

* * *

Half an hour later, they saw the Rojo ice sculpture being carted into the back of a police transport with Azul and Amarillo, both of them handcuffed and noticeably wearing collars that nullified their Symbiote powers. From the sound of the leading officer on site, they were being transported to a secret prison facility somewhere off the coast, but they didn't say anything out loud. Trixie didn't think it mattered either way – villains always seemed to break out for one reason or another.

They were once again on the road, but Ben was now happily lying on the couch with a new, healthy disposition. It seemed that using Heatblast had somehow dispersed the cold in Ben's body. They couldn't explain the science behind it, but Ben wasn't about to complain.

"The bad guy's on ice, the reactor's chilling, and my cold is finally gone," said Ben cheerfully.

"Don't you just love it when everything works out?" said Max.

Any response was cut off by a sharp sneeze in the back of the RV. Ben tilted his head over and stared at Trixie, who was looking equally pale and miserable as Ben had been all day, shivering under a mountain of blankets while Gwen graciously nursed her to health (while wearing a ton of protective gear, of course). Trixie sniffed, wiped her runny nose with her arm, and glared.

"Yeah, easy for you to say," she said stuffily. "You know this is all your fault, Benjamin."

"Aw, I'm sorry, Trix, I didn't mean to," Ben said as he stood up and walked to the back of the Rust Bucket, not at all looking apologetic. He kneeled down next to the bed, opened the draw, and whipped out the jar of Max's cold remedy he had hidden earlier. "Here, take this. It's make you all better."

Trixie took the jar, frowning deeply, and glared up at Ben with all the fury she could muster.

"I loathe you so much…."

* * *

 **I thought about this chapter for a while before making up my mind not to include Clancy. He only appears for a total of three episodes in the entire franchise and he never made much of an impact IMO. I decided to replace him with Rojo and her gang to establish Rojo and Skaath as recurring villains and to emphasize how dangerous the Children of Vilgax are alone before they decide to team up.**

 **Next chapter: Secrets, Part 1- Vilgax**


	14. Secrets, Part 1 - Vilgax

**Episode 14: Secrets, Part 1 – Vilgax**

It was just a random night in the middle of a completely random, unnamed city when they crossed the boarder into the state of South Dakota. They had only planned on stopping long enough to stock up on supplies (most of which the children had secretly thrown out before Max realized what they were doing), but there was the occasional crime that just seemed to pop up wherever they went. This time it was a pair of common thieves stealing an armored bank car, which honestly begged the question why anyone would try stealing from the bank anyone – no one even used cash these days.

The thieves were speeding down the highway headed out of the city being chased by several police cars and a Channel 4 news-station helicopter that was recording the whole thing.

" _ **We're live on the scene of a high-speed police chase in pursuit of an armored car stolen earlier today from the federal reserve. It is believed the thieves also have a hostage.**_ "

But while the thieves were driving wildly through the traffic, ramming into the side of other cars to throw off the police, they didn't notice a cluster of sharp, green crystals sprouting in the middle of the road until they drove over them. The crystals shredded through the undercarriage, cutting the axels and the fuel line so that they were spinning out of control until they screeched to a stop on the side of the road. The squad of police cars finally caught up to the totaled vehicle and surrounded them.

The thieves kicked the doors open and stepped out of the armored car; one of them dragged a scared-looking hostage with him and the other carried a futuristic rifle that looked way too advance for anything he could pay for or even know how to operate. And yet the thief pulled the trigger on the police and shot a concussive beam of energy at the nearest squad car, sending it flying through the air. The news camera, which somehow managed to get on the ground in only a few seconds, panned on the thief holding the rifle when he caught a glimpse of something standing behind him emerging from the smoke of the armored car – something big and green.

The thief somehow managed to notice Diamondhead and spun around with the rifle, but the Petrosapian effortlessly sliced the weapon in half before he could even blink. The thief turned tail and tried to run, but Diamondhead only needed to flex his finger and a small hill of jade crystals sprouted in the middle of the road, lifting the thief up and encasing his body from the shoulders down.

" _ **Wait? What's this? Yes, it looks like we have another alien sighting.**_ "

The other thief tries to sneak away behind the armored car, using the smoke to conceal himself, but Diamondhead walks around and blocks his path, standing intimidatingly over him. The Petrosapian holds up his right hand and makes a show of molding the crystals into a lengthy spike. The thief, looking absolutely terrified, immediately releases the hostage and holds his hand up in surrender.

" _ **We don't know where these strange creatures come from, but they seem to be here to help –**_ "

A scaly fist smashed the screen with a soft, chittering growl. Cetanu withdraws her hand from the broken monitor – one of many that covered the medical bay of the Chimerian Hammer. The Yautja warrior brushed the shards of glass out of her knuckles, not at all concerned about the green blood trickling through her fingers, then spun around and walked to the center of the room. Her loyal Xenomorph pet stood hunched off to the side, watching Dr. Animo closely as the oddly-pigmented human fiddled with the data pad provided for him, humming a happy little song under his breath as he input another sequence. Cetanu walked past him and approached the enclosed tank, dropping to a kneeling stance and bowing her head.

"The Omnitrix…," a soft voice hissed from inside the tank, "wasted on pointless heroics."

"Skaath and his human host have failed to retrieve it twice," Cetanu informed with a hint of satisfaction. "But I will not fail again. Allow me to retrieve the Omnitrix, father."

"No…,"

The tank suddenly hissed as it blew out a jet of steam, making Cetanu jump back in surprise while Dr. Animo was grinning from ear-to-ear. The pod split open and one of the medical drones used to aid in the healing process crawled out…only to be crushed by a massive metal foot. Cetanu couldn't help stepped back, sheer terror no doubt taking over despite the mask concealing her face.

The Yautja hunter had to admit that Dr. Animo had outdone himself. Her father had always been taller than Cetanu, but the intergalactic tyrant now dwarfed her by at least double her size. His missing legs had been replaced by metallic prosthetics that looked strong enough to flatten cars and his fingers were now metal claws. His muscles were now bulging with visible redish-brown veins crawling across his skin; several cylinders were injected into the veins for a reason that would be explained later. Unfortunately, the blast that had nearly killed him weeks ago had destroyed one of his lungs, forcing him to constanmtly wear a plated breathing mask over his face. But that didn't matter to him – he was alive and stronger than ever.

"I will see to this task myself," declared Vilgax.

* * *

The Tennysons parked outside the city, not wanting to draw any attention to themselves after Diamondhead's heroics on the highway less than a few hours ago. They had all been sleeping soundly for the first time in days when Ben suddenly shot up and shouted out loud, causing the other passengers to jump up as well. Trixie, who had been sharing the same bed as Gwen, rolled over and fell flat on her back. Her saving grace was that she and Gwen were on the bottom bunk or else that could have really hurt. That's when Max flipped the Rust Bucket's lights on, having been sleeping on the couch up front.

"Another nightmare, Ben?" he asked his grandson.

"I saw this weird alien with a squid face, only he was gigantic and super scary," said Ben, shuddering. "I don't know why, but I get these weird chills whenever I think about him – like that time I brain probed Rojo with Pesky Dust."

"You sure you weren't just looking in a mirror," Gwen groaned irritably.

"It was just a bad dream, Benjamin," said Trixie tiredly, pulling herself back up to bed. "Can we talk about this in the morning? This human body requires a regular sleep cycle."

"That's a good idea," said Max, patting Ben's shoulder before walking back to the couch. "We should get some shuteye so that we'll be well rested for when we reach Mount Rushmore."

"It seemed so real," said Ben, frowning. "He looked right at me and said…'You cannot escape the wrath of Vilgax, boy'…."

They couldn't see his face, but the children noticed how Max suddenly stiffened up like he usually did when he was scared or shocked. The elderly man suddenly flipped around and said in a hurried tone, "Change of plans: We're hitting the road right now."

Ben leaned over his bed staring down at Gwen and Trixie, both of whom looked just as confused and slightly worried as him.

"Grandpa, it's three in the morning," said Gwen slowly.

"Best way to beat the traffic," said Max insistently as he strapped himself in the driver's seat.

And without even offering up any further explanations, Max started the RV and they took off down the road.

* * *

Hours pass and the day works into the afternoon with the Tennyson party zooming through a long stretch of country road…just as they have been ever since they took off. Since Max had stated driving, he never once took his foot off the gas pedal, never stopping into any of the towns or cities they passed or acting as lively as he usually was. They couldn't even enjoy the country view because Max was driving too fast for them to see anything by blurs of color.

"Uh, grandpa, what's with the lead foot?" asked Ben, who had been looking out the window.

"I wanna get to Mount Rushmore by night fall," said Max shortly.

"What's at Mount Rushmore that's so important?" asked Trixie.

"What? Oh, uh, nothing, nothing," said Max distractedly.

"Ugh, I'm so bored," Ben groaned, falling back into his seat. He stares across the table, watching Gwen tap away at his computer. "Let me play a game."

"I would, but I think this will be a good lesson for you to learn how to entertain yourself," said Gwen smugly, her eyes never leaving the screen.

"If you're really that bored," said Trixie sternly from the couch. "Then help me run another diagnostic check on the Omnitrix again."

"Aw, but we already did like a bazillion times!" Ben complained.

"You're the one who broke the Omnitrix and cut off my access to the transformation matrix," said Trixie, leering at him dangerously. "And I almost got dissected by an organization of medieval knights. The least you can do is cooperate."

Ben grimaced; he hated when Trixie pulled out the guilt card.

Ben got up from his seat, swinging his arms in an exaggerated motion, plopped himself on the couch next to Trixie, and offered his arm up to Trixie. Just like the last hundred times they checked, Trixie raised the transformation node, displaying the silhouettes of the different aliens he had access to, and started turning the dial to examine each one in turn. Ben rested his chin in his other hand and only briefly glanced at Trixie working with bored grimace. Just as she was finished inspecting Fasttrack, Trixie turned the dial to a shadow of an alien he had seen occasionally, but didn't know what it was. It looked generally human shaped and very muscular, but had three horns coming off his head.

"You know," Ben spoke, causing Trixie to pause in her inspection, "That alien was one of the first ten I unlocked in the Omnitrix, but I never got around to using it. Maybe we should take it for a test run – "

"DON'T YOU DARE!" Trixie screamed suddenly, throwing herself over the Omnitrix. Ben and Gwen, her attention drawn by the shout, stared at Trixie in surprise. Realizing that she was making a scene, Trixie sat up straight, fixed herself up, and cleared her throat. "I mean, you shouldn't mess with that alien, Benjamin. It's dangerous."

"Aw, c'mon, what's the point of having it if I can't even use it?" Ben complained. "Come on, just one little test – "

"I'm serious, Benjamin!" said Trixie with a harsh glare that made even Ben tense. "There is a terrible risk that comes with using that particular alien. If you transform, there is a very real possibility that you may never be able to return to us. I've seen first-hand the kind of price one pays when using that power. So please…Ben…as your ally and your friend, I beg of you…. Do not, under any circumstance, use – that – alien."

Normally, Ben would just make a fake promise and go behind Trixie's back anyway, but there was something about the way she asked him that made him second guess. She wasn't demanding him – she was pleading, almost as if she was scared of losing him. That made Ben even more curious. Was this alien really that dangerous? Somehow, Ben had a feeling he didn't want to find out….

"Okay, okay, I promise," said Ben, raising his hand in surrender. "I won't use that alien – ever."

"Good," Trixie said with a relieved sigh. "Well…anyway…it looks like the Omnitrix is almost finished with its self-repairs. Now try transforming into something so I can see if there are any glitches in the matrix."

As he started winding through the selection of aliens, Ben suddenly had an idea and shot a mischievous glance at his cousin and her computer….

* * *

Back on the Chimerian Hammer, Vilgax took his seat at the head of the command center for the first time in weeks since the accident. The chair was much smaller than he remembered, but that only proved how much stronger he had become since his near demise. His drones worked relentlessly around the monitor womb with his daughter standing dutifully by his side. As Vilgax flexed his new muscles, Dr. Animo came siddling in from the side, his hands folded in front of him and a wide smile stretched across his lips.

"I took the liberty of enhancing your physiology with experimental steroids and strength enhancers that your beautiful daughter was able to acquire," said Dr. Animo giddily. Cetanu turned and stared at the man – did he just call her 'beautiful'? "I also increased the tensile strength of your muscle fibers to make them ten times more durable than before. Are you pleased, my lord?"

"Yes…very pleased," said Vilgax softly. "You have done exceptionally well, Dr. Animo. When my daughter brought you aboard my ship, I had my doubts, but you have proven your worth. As a reward, I won't crush your skull under my heel."

"Oh, you are too kind, my lord – too kind," said Dr. Animo gratefully, bowing his head low.

Just then, a sharp beeping noise filled the monitor room and one of the screens flared to life, displaying a map of the United States and a large dot with the Omnitrix emblem on it.

"The Omnitrix has been activated," Vilgax hissed. "Pinpoint its location…. I have you now, boy."

* * *

Down on Earth, Gwen was tapping away at her computer writing the latest entry in her blog when her laptop suddenly went blank with a stretched beeping noise.

"Hey, what gives?" Gwen cried, tapping the power button furiously.

The laptop screen flickered to life again and Gwen looked momentarily relieved…until she saw Buzzshock floating around on her home page, cackling insanely.

"Sorry, you are experiencing technical difficulties because you are a loser," said Buzzshock wickedly. "And you always will be."

"Ben!" Gwen snapped, smacking the keyboard with her fist. "Get out of my computer!"

"Hey, don't look at me," said Buzzshock, grinning smugly. "Trixie's the one who wanted to test to the watch."

"But I didn't tell you to use it to invade Gwendolyn's private property," said Trixie, shaking her heads. "Then again, we should I even be surprised at this point."

"Ooh, what's this," said Buzzshock, flying across the monitor to one of the icons. "A diary? Ooh, I wonder what it says…."

"Ben, I'm serious, get out!" yelled Gwen, shaking her laptop as if hoping the alien battery would just fall out.

" _Dear diary,_ " Buzzshock read aloud, " _my cousin Ben is a –_ "

"Doofus!" roared Gwen angrily, finally slamming the computer back on the table. "Knock it off!"

"Ben, now is not the time to go alien!" Max scolded seriously. "Do you understand?"

Buzzshock shot out of the laptop as a bolt of electricity, standing on the table.

"Geez, I was just fooling around," said Buzzshock, crossing his arms with a pout.

"We can't afford to attention right now," said Max.

"And what kind of attention are you hoping to avoid exactly?" asked Trixie just as Ben reverted back to human form in a red flash.

"Never mind," Max said promptly, once again avoid eye contact. Ben looked at his cousin, who only shrugged her shoulders cluelessly.

* * *

Back on the bridge of the Chimerian Hammer, the drones had managed to pinpoint the Omnitrix to the state of South Dekota. But just as they were starting to narrow down the search radius to within a hundred miles, the blip suddenly faded from the monitors.

"We have lost the Omnitrix signal," said the drone, spinning around to his master in a frightened motion. But instead of being furious, Vilgax sounded quite pleased….

"It does not matter," said Vilgax coolly. "I've managed to narrow down its location just enough to make use of it."

He tapped a button on his command chair and the monitors flared to life with many of Ben's heroic acts stolen from television signals, from Jetray rescuing a couple of kids, to Rath holding up a collapsing building, to Fasttrack helping a local hospital. Vilgax raised himself from his seat, marching up to the screens, his new metallic legs clanging on the ship's floor and his blaring-red eyes narrowing on the Omnitrix wielder.

"And I know just how to draw this Earthling out," Vilgax hissed.

He stared at an image of Diamondhead rescuing a cat from a tree before he smashed his fist through the screen….

* * *

Somewhere there was a long patch of empty field in South Dakota where a herd of bison had stopped to graze for the day, though that was hardly the important part of the scene. Because a thunderous hum of engines echoed across the field and the bison raised their heads dimly as an alien space craft appeared over the mountains in the distance, descending to the planet at near-ground level. As it hovered over the field, the underside of the ship hissed open and a gigantic red sphere covered in spikes rolled out of the hanger, followed along shortly by a swarm of drones.

The spiked ball hit the ground running, taking off across the field and through the surrounding forest the moment it landed. In only a matter of minutes, the spiked ball rolled out into a stretch of road that lead into a large populated city. The sign on the side of the road said they had arrived in Rapid City, right before one of the drones blasted it with a laser, reducing it to kindling before following the rolling spike ball into town.

And as it just so happens, the object of Vilgax's obsession was riding the highway just outside the city limits.

Trixie had just finished her manual inspection of the Omnitrix (concluding that the repairs should be complete by the end of the day at least), leaving Ben with nothing to do but sit around being bored. He couldn't even tease his cousin because of how strict Grandpa Max had been lately. He just sat across the table from Gwen with his head in his hands when he heard a muffle noise through the window, which also caught Gwen's attention as she straightened up in her seat. The pair looked to the side and Gwen gasped.

Rapid City was under attack – giant plumes of smoke was rising from the buildings by the dozens and one building looked like it had fallen over,

"What's going on over there?" Ben asked Max.

The elderly man looked across Trixie in the passenger's seat and the smoke clouds, but quickly returned his attention to the road with a serious look in his eyes.

"I'm sure the local authorities have the situation well in hand," said Max.

Not even seconds after he made his claim did a great explosion went off downtown, possibly because of a gas fire due to the height of the explosion according to Trixie. Ben looked between his grandfather and the explosion, immediately concluding that he was needed, despite Max's insistence.

"Looks like it's hero time," said Ben.

"Ben, I don't think that the best idea – " Max warned him, but his grandson had already raised the dial and was spinning through the selection wheel.

"Time to turn up the Heatblast on these guys," said Ben as he stopped on the Pyronite silhouette.

Before his grandfather could get another word of warning in, Ben slammed down on the dial and disappeared in a flash of green light that nearly blinded everyone in the RV ("We really need to invest in sunglasses," said Gwen, wincing while covering her eyes.) The next moment, Heatblast stood in the middle of the Rust Bucket, generating an unbearable about of natural heat in the cramped RV that started to make them sweat in seconds.

Against his better judgement, Max slammed on the breaks and brought the Rust Bucket to a screeching stop on the side of the road just as Heatblast launched himself out the door. The Pyronite immediately thrust his hands to the ground, unleashing a double torrent of flames that propelled him into the air like a rocket, shooting across the sky leaving a trail of smoke in his wake. Max and Trixie had followed him outside and watched him go, but Gwen had been halfway through changing into her Lucky Girl uniform when he took off.

"Hey, Doofus, wait for me!" yelled Gwen, shaking her fist out the window.

* * *

Vilgax's drones were quickly wasting the streets of Rapid City with surprisingly little resistance. There were no police or any military within sight – it was like the people who were supposed to be protecting the city had just disappeared (or mostly turned tail to save themselves). Two drones were swooping down One Hundred and Third St. shooting parked cars and small businesses when an arrow of fire speared through one of the machines, causing it to explode. The second drone was consumed in a river of heat immediately after.

Heatblast descended onto the battlefield, lobbing two more fireballs at as pair of drones chasing innocent bystanders down the street, exploding them on impact. The Pyronite then blasted the ground with his flames to slow down his descend, covering nearly half the street in a sea of fire as he dramatically made his entrance.

"Hey, why don't you pick on someone with _real_ firepower," Heatblast challenged.

Of course, he would come to immediately regret it once the drones honed in on his location and surrounded him. Heatblast turned around slowly, counting all of the drones, which was now over four dozen.

"Aw man, I didn't mean all at once," Heatblast complained. "Why do I get the feeling that you were expecting me?"

Driven by panic and paranoia, Heatblast gathered up his strength and shot a wall of flames at a cluster of drones in front of him, destroying at least half a dozen before he started to turn with his flames. He carried the flaming wall through the air, incinerating dozens of flying drones all at once, and gradually reduced their numbers to half. Oddly enough, they weren't putting up much of a fight. Was it because he was just too awesome? Ben would normally think so, but he's had this creeping feeling in the back of his neck all day….

One by one, Heatblast annihilated the invading drone army. He slashed them with blades of fire, crushed them with his molten fists, and used this awesome dragon's breath attack he had been working on. And before he knew it, Heatblast was standing in the middle of a partially destroyed street surrounding by scraps of flaming metal. The Pyronite took a moment to catch his breath – he hadn't fought off that many enemies at one time since… well, come to think of it, he never fought that many enemies at once. Heatblast stood up straight and considered heading back to the Rust Bucket to bask in his victory when he heard a sharp _twang_ in the smoke and turned around. The next thing he knew, the Pyronite was suddenly pulled off the ground and pinned to the wall by what looked like an electric net.

Heatblast started to struggle against the bindings when the gigantic spike ball leading the invasion came around the corner, turning smoothly and charging toward him. The Pyronite struggled harder against the electric net, and just when he though it was going to run him down, the spike ball suddenly stops a few feet. Heatblast eyes the spike ball with caution when it opens in the middle with a soft hiss, revealing that the ball is actually a vehicle and the driver's seat was inside. The metal doors pulled inward and then slid sideways out of sight. The driver loomed menacingly in the shadow of his vehicle, his burning red eyes narrowing on Heatblast, and stepped out into the light, standing at his full intimidating height.

"You," gasped Heatblast with a flash of recognition. "You're the alien from my dreams."

"At last we meet…Benjamin Tennyson," said Vilgax slowly and hauntingly.

"How do you know my name?" asked Heatblast, shocked.

"You are the one being who has caused me more trouble than any I have encountered," hissed Vilgax. "I have spent months observing you from afar. Watching you, studying you…all for this one moment."

"Yeah, that's not creepy at all," said Heatblast sarcastically. "Who are you, squid face?"

"I am Vilgax," the tyrant announced himself. "And I have come for the Omnitrix."

"And, uh, I'm guessing you're not one of the good guys," said Heatblast.

In that moment, Heatblast increased the intensity of the flames around his head, melting the nodes of the electric net to break the connection. The Pyronite leapt forward on top of Vilgax and blasted his face with a quick overhead fireball, landed, and then started punching at his prosthetic legs. But not only does Vilgax come out of the flames unscratched, he doesn't even move as his smaller enemy wails at him, taking every hit without flinching. Heatblast stopped punching when he realized he wasn't making any progress, giving Vilgax a chance to grab the Pyronite by the face and effortlessly toss him through the air.

Even though the throw was somewhat casual, Heatblast suddenly realized that he was flying at a hundred miles per hour. The Pyronite entered a crowded office building through one wall and exited through the opposite side, which became the first of many as Heatblast shot through no less than a full dozen skyscrapers before hitting the ground. Heatblast made a sizeable crater when he landed, dropping a load of rubble on top of him, The Pyronite blasted the debris with his flames and rolled over on his front, moaning weakly.

"Okay…," said Heatblast, panting. "This guy's _really_ tough."

Vilgax bends his legs into a crouch before he leaps into the air, closing the distance between him and Heatblast in a matter of seconds while making a new crater in the street. He approached the Pyronite as calm and casual as can be, not at all threatened.

I gotta slow him down," Heatblast said to himself desperately.

He gathered up all the heat in his body so that the flames around his head flared and unleashed it all on the street in front of him. The high temperatures instantly melted the road into a pool of fiery, bubbling tar that sloshed down the way into Vilgax. The squid-faced tyrant stumbled as the wave of bubbling tar slammed against his knees – the metal hissed and smoked on contact – and soon lost his balance and fell face first into the burning sludge. Vilgax struggles to get up as the tar starts to ensnare him while Heatblast strolled up to him with a smug grin.

At that moment, the Rust Bucket turns sharply around the corner onto the same road, throwing Trixie into Gwen and slamming them both into the window. Not that Max had noticed; he was too busy staring at the massive squid-faced alien in the pit of tar with a horrified glance.

"No…," muttered Max chillingly. "It can't be…."

Vilgax finally stands to his feet while Heatblast stands a few feet away, cockily resting his fists on his hips.

"Not so tough when you can't move," Heatblast taunted.

The Pyronite jumps back when the Rust Bucket suddenly cuts him off and screeches to a stop in front of him. Gwen immediately throws the door open, nursing the bump on her head.

"Ben, grandpa says to get in – now!" said Gwen urgently.

"What're you talking about?" asked Heatblast haughtily. "I'm just about to kick alien butt!"

And right on cue, the Omnitrix timed out and left Ben powerless in the middle of the road.

"Benjamin, get in!" Max commanded sternly over his shoulder.

Benjamin – when his grandpa started calling him by his full name, Ben knew he was being serious.

Ben barely jumped into the Rust Bucket and closed the door behind him before Max slammed his foot on the accelerator, flying down the street so fast that the children were thrown back into the bedroom. Max looked in his rear view mirror and saw Vilgax slowly tearing his feet out of the tar.

"Ben, believe me when I say you do not want to pick a fight with Vilgax," he warned.

Ben stared at his grandfather suspicious, saying, "Uh…how do you know his name is Vilgax?"

"Maxwell…is there something you're not telling us?" asked Trixie worriedly.

Max looked hesitant to answer, staring at the children through the rear view mirror. Before he could come up with an answer, a couple of explosions went off right behind them, causing the children to be thrown around yet again. Ben pulled back the curtain and the three of them spotted two of the flying drones that Heatblast had missed shooting at them.

"Two robo goons coming at us fast!" yelped Gwen.

"Hang on!" Max warned as he turned the wheel sharply.

With Max's skill behind the wheel plus a little bit of unconscious luck from Gwen's charm, the Rust Bucket was narrowly dodging the hailstorm of lasers. But even no matter how fast Max went or how quickly he turned around the corners, the drones were still keeping pace with them. Gwen crawled her way to the front of the Rust Bucket, ducking her head under the random objects flying around the cabin, and pulled herself up to the passenger's seat.

"We can't keep this up forever!" cried Gwen as another explosion jolted the RV.

"Things are gonna get a whole lot worse if we don't get to Mount Rushmore," said Max, glancing at the drones in his side mirror and turning sharply to another another volley of lasers. Ben was in the back trying to get the Omnitrix working again, falling over after another quick turn, and Trixie dragged herself to the front as well.

"Why?" she asked Max. "What's so important about a large monument carved into a mountain?"

"Girls, this is not the best time to explain," said Max as another explosion went off beside them. "You're gonna have to trust me."

"That's a little hard to do when you don't explain everything," countered Trixie.

Another explosion caused the green-haired girl to be throw backwards and landed on her back at Ben's feet. She heard the familiar beep of the Omnitrix's recharge time ending and stared up at Ben, who had immediately raised the dial.

"Well, I'm not going down without a fight," Ben declared, causing Max and Gwen to look back.

The next thing they knew, Ben slapped down the dial and exploded in a burst of green light, transforming into Jetray.

"Yes!" Jetray cheered, pumping his fist.

As the Aerophibian waddled over to the door, Max turned around in his seat and cried, "Ben, wait, you can't – "

But Jetray had already thrown himself out the door, stretching his wings and gliding alongside the Rust Bucket before twirling back up into the air, making a beeline for the drones.

The Aerophibian effortlessly swerved around their lasers and landed directly on the front of one of the drones, smiling wickedly into its's bug-like eyes. When the second drone tried to shoot him off its partner, Jetray flattened himself against the drone's shell; the lasers narrowly singled the tip on his horns. The Aerophibian quickly stood up and returned fire with his own lasers, shooting the drone straight through the front and out the back, resulting in it spiraling out of control down on the street, almost hitting the Rust Bucket as it followed. Jetray curled his tail and shot his laser through the top of the remaining drone before flying off, watching it hop across two rooftops and crash in the middle of an empty street.

Jetray glided down near the wreckage, staring proudly at his work.

"Float like a butterfly, but sting like a Jetray," Jetray gloated.

But he was too busy bragging to notice that Vilgax was leaping across the city, following the signal of the Omnitrix, until the tyrant tackled Jetray to the ground. Because his body was so thin and lacked muscles, Vilgax was able to pin Jetray to the street with only one hand, leaning in close to the Aerophibian's face menacingly.

"Give me the Omnitrix," Vilgax demanded.

Jetray was slowly panicking from the inside, but calmed himself enough to charge his eyes and shoot his lasers into Vilgax's. The squid-face tyrant roared as he held his face, smoking slipping through his fingers, and Jetray used the chance to twist around and shoot right back into the sky. Vilgax rubbed his stinging eyes with the back of his arm, narrowed them on the fleeing hero, and bounded into the air after him. He tried to tackle the Aerophibian again, but Jetray caught on to his tricks and swooped underneath his outstretched arms. But nonetheless, Jetray could hide the expression of pure disbelief on his face.

"What _is_ this guy?" he said astonishingly.

And as luck would have it, Vilgax just happened to land in the road in front of the Rust Bucket, making yet another crater in the street and forcing Max to slam down on the breaks just short. The squid-faced alien spun around and faced the RV, recognizing the vehicle that Ben had been using to travel across the country, and marched toward it. Max immediately pulls the Rust Bucket into a U-Turn and takes off down the road, much to Gwen's distress; the poor redhead clinging to her seat for dear life.

"Where are we going?" she asked desperately. "We have to help Ben?"

"We will," said Max, "but first we'll need some special help."

"Let me guess," said Trixie, pulling herself up again. "At Mount Rushmore?"

Max stays strangely silent, which unnerves them.

"Grandpa, you're really freaking me out," said Gwen, frowning.

Meanwhile, Vilgax had chased Jetray up to the rooftops and was running close behind the Aerophibian, break several buildings along the way. He leaps off the edge and soars overhead of Jetray, wrapping his massive arms to restrict the Aerophian's flight. The resulting crash unexplainably caused a building to explode even though there was nothing inside that would have caused it. At long last, Vilgax stands victoriously with Jetray struggling fruitlessly in his hand.

"I grow tired this," Vilgax hissed.

He reaches out one of his metal fingers and taps the Omnitrix Emblem on Jetray's chest, manually deactivating the device like Trixie. Once the light flashed, Vilgax leered at his now human opponent.

"Hey, how'd you do that?" yelped Ben.

"A child," said Vilgax lowly. "To think that the Omnitrix would fall into the hands of a mere child. No matter. I can finally claim my prize…."

Vilgax grabbed both side of the Omnitrix with his metal fingers and attempted to pry it loose, but the watch emitted a large surge of electric feedback that threw both of them in opposite directions. Ben landed face first into the ground while Vilgax was tossed into the wall of a building. The squid-faced warlord, however, merely shrugged it off and walked back to Ben.

"It appears the Omnitrix is already merged with your own DNA," said Vilgax.

Ben scrambled to his feet and tried to run away, but he didn't make it more than a few steps before Vilgax grabbed him by the back of his shirt.

"Uh…I don't suppose that means you're gonna let me go, does it?" said Ben nervously.

"Hardly," Vilgax hissed.

Through whatever technology he was using, the giant spike ball rolled up to them and opened. Vilgax tossed Ben inside like a sack of potatoes and stepped inside himself before it closed itself. With Ben and the Omnitrix now in his possession, Vilgax rolled his way back to his ship, destroying every building in his way.

* * *

And while this was happening, Max and the girls finally made it to Mount Rushmore when Max drove the Rust Bucket along a side road around the mountain, which did nothing to ease Gwen's nerves on top of worrying about Ben.

"Uh, I don't think tourists are allowed out on this road," Gwen said anxiously to Max.

"We're not tourists," said Max, shaking his head, "we're tenants."

"What does that mean?" asked Trixie, feeling equally worried about Max's suspicious nature.

Max doesn't say anything as they roll up to a road closure sign and stopped. The elderly man reached underneath the dashboard – Trixie tilted her head and saw him pressing a big red button that she never knew was under there. The remote seemed to be a wireless transmitter because the ground started to shake underneath them the moment the button was pushed, making the girls jump up and look around. When Trixie looked out the window, she realized that they were sliding underneath the ground and into a long, man-made tube with steel walls – they were riding an elevator! Gwen and Trixie said nothing all the way down – what could they say in a weird and freaky situation like this – and Gwen nervously glanced sideways at her grandfather, who was staring straight ahead.

The elevator finally stopped and the automatic lights flicked on, illuminating a massive underground facility. Gwen's jaw dropped but Trixie looked more perplexed than anything else. If she were to estimate the size of the facility, she would guess that it covered the entire mountain, meaning that Mount Rushmore was completely hollowed out and the rock faces were merely cover to keep people away. Just what is this place, Trixie asked herself.

Max silently stepped out of the Rust Bucket and down the corridors with the girls close behind. They entered a long room filled with nothing but storage compartments. Max walked up to one of the compartments, tapped the button above it, and opened the box with a soft hiss and a cold chill. Inside was a device that looked like a gun with a charger pack – Trixie gasped in recognition.

"A Sotoraggian conduction rifle," she said quietly.

But Max looked disappointed and closed the box. He opened another one several rows down and showed another strange device that Trixie recognized.

"A Galvanic Mechamorph decompiler," Trixie uttered shockingly. Max moved on to several more storage units, all of which Trixie could name off the top of her head. "A Rannian laser pistol – an Atomisian energy grenade – a Galilean gravity shifter – a kyber crystal energy sword! These are all alien weapons!"

"Okay, that's it!" Gwen shouted at Max with her fists on her hips. "We are not taking another step until you tell us what's going on? Why aren't we helping Ben? What is this place? And how do you know about that alien guy who's after Ben?"

"Well, it's kind complicated," Max said hesitantly when he finally found the compartment he was looking for. He strapped on a strange headpiece and whipped out a hulking cylindrical weapon that was nearly equal to him in size. "Let's just say I wasn't exactly your normal plumber before I retired."

Gwen didn't know how to respond to that….

* * *

While the Tennysons were gearing up to go to war, Vilgax had returned to his ship hovering over the bison-filled pasture with Ben in tow. He had tossed the boy into a ring-like device that immediately trapped his right arm and legs in energy bindings while he left arm – the one holding the Omnitrix – was locked inside a cylinder container. Vilgax stood smugly over his defeated enemy while Cetanu standing cross-armed by his side, her expression unknown behind that metal mask of hers, while her pet lurked in the shadows behind them. Ben was more than a little surprised to see Dr. Animo, but he was more worried about the cart that he was pushing inside the room that was holding a dozen sharp and pointy tools that looked more like torture devices.

"Do you see the face of your enemy, my daughter," Vilgax hissed at Cetanu. "A child. A weak and pathetic human child who used the Omnitrix as a play toy. A child that I defeated without incident. I hope you learn from this, my daughter, and understand how deeply you shame me with your weakness."

"Yes, father," Cetanu muttered in a strained voice; her Xenomorph pet snarled in the background.

"Who're you calling weak and pathetic?" retorted Ben. "I saved a lot of people by going hero."

"You hold the key to a power struggle so ancient, so vast, it is beyond your feeble comprehension," said Vilgax, leaning dangerously close. "Picture an entire army, each in command of an Omnitrix, all at my command. I will be invincible! _I_ will rule the universe! And the only thing standing between me and my destiny is you."

"And uh, how – how are you getting it off exactly?" Ben asked nervously.

"Dr. Animo has done a wonderful service of restoring and improving my body," said Vilgax with a dark chuckle. "I'm certain he will do equally well in tearing yours apart. Doctor…." He said to the strangely pigmented human. "Take care of this whelp once and for all."

"It would be my most distinguished pleasure, my lord," said Dr. Animo giddily, a crooked toothy smile stretched across his lips, as he ignited an energy knife.

* * *

Max, Gwen, and Trixie returned to the Rust Bucket used the elevator to get back up to the road on the surface. Max kept the strange alien gun on the floor next to him while Trixie buckled herself in the passenger's seat. They could hear Gwen shuffling around in the bedroom, changing into her Lucky Girl outfit; they were heading into a big fight, so she figured it was a good time for her to get into Hero Mode as Ben called it. The Rust Bucket drove around the side road past Mount Rushmore when Max noticed Trixie shooting inquisitive glances at his weapon.

"This weapon is keyed into Vilgax's bio-signature," Max answered her unasked question. "Hopefully it'll take him down for good this time."

"This time?" asked Trixie. "As in, you fought him before?"

"There's a small red button under that cabinet," said Max, blatantly ignoring the question. "Press it."

Trixie hesitated for a moment, but did as she was told and pushed the button Max pointed out. A small hologram image suddenly flickered on the dashboard, showing a map of the state of South Dakota and a blinking red dot in the middle of it.

"GPS assisted tracking system," said Max automatically. "It's locked on the Omnitrix's energy wavelength. You navigate, Trixie."

"How do you know the Omnitrix's energy wavelength?" Trixie questioned absurdly. "I never once told you. Just who in the nebula galaxy are you, Maxwell?"

For the umpteenth time that day, Max chose silence over an answer as he turned out onto the highway.

* * *

Dr. Animo circled around Ben, humming happily, as he inspected the boy for the best possible way of delivering the first cut. Meanwhile, Vilgax turned to Cetanu and said, "Prepare for takeoff. Once we're in orbit, I will finally have the pleasure of destroying this miserable planet once and for all.

"Dude, did you just hear him," Ben whispered to Dr. Animo when Cetanu left the room. "He's gonna blow up the earth. Are you just gonna let him do that?"

"Actually, yes," said Dr. Animo delightfully. "There's nothing left on this useless chunk of rock of any value and those cretins who shunned me and humiliated me will finally get what they deserve. Lord Vilgax has promised to take me with him, to serve him, and in return, he will provide me with an endless supply of alien DNA to do with as I please!" He cackled insanely for a moment before collecting himself. "Now be quiet. I don't want to get too much blood on the Omnitrix."

"Nggh…grandpa, where are you?" Ben moaned.

* * *

As it just so happened, his grandfather, cousin, and his (sorta?) best friend arrived at the top of a grass slope overlooking the bison pasture and the Chimerian Hammer that was hovering above it, making waves in the grass. Gwen – or rather, Luck Girl – walked up to the front of the RV once she had finished getting dressed and leaned against the windshield, gazing out to Vilgax's transport.

"There's the spaceship," said Lucky Girl.

"We have to get aboard," said Max.

"And how do you assume we are supposed to do that?" said Trixie. "Unless this recreational vehicle can fly."

"Oh, we'll be flying all right," said Max, smiling confidently. "You might want to buckle up, Gwen. It's going to be a bumpy ride."

Lucky Girl immediately shoves Trixie and squashes into the passenger's seat next to her, pulling the seat belt around them both. After the crazy day they've been having, she wasn't taking any chances.

Max hits a hidden button on the steering wheel, which pulls down the radio and reveals a whole hidden side of secret buttons. The elderly man pushed one, then Rust Bucket's bumper extends, spreads out, and coats itself in a bright-green energy shield like a battering ram. Max floored the accelerator to gain a significant amount of speed, Gwen and Trixie pressed into the back of their seat, and then they shot off a cliff at the edge of the hill, literally flying towards the side of Vilgax's ship –

* * *

Vilgax watches vigilantly as Dr. Animo moves in for the cut at last, lowering the energy knife at Ben's wrist in spite of the boy's constant struggling. Just when he though he could finally taste victory, something stopped them. It was a noise – a honking noise, like the one from a car. But why would a car be in the middle of the –

 _ **BOOM!**_

The Rust Bucket tears through Chimerian Hammer's wall like it was made of paper and rolls across the room at blionding speeds. Cetanu's Xenomorph was launched to one side, Dr. Animo shrieked like a little girl and jumped out of the way, dropping the energy knife, and Vilgax took the full brunt of the Rust Bucket's bumper. The RV carries the squid-faced tyrant and slams into the opposite wall. The Rust Bucket rolls in reverse, narrowly running over Dr. Animo a second time, while Vilgax shakily pulled himself to his feet. The ship's sirens wailed in the room and the automated system announced, " _ **WARNING! HULL BREACH! POWER SURGE!**_ "

But Vilgax paid no heed to the warning. His blazing-red eyes narrowed on the Rust Bucket as the door was kicked open and Max stepped outside, hauling the massive rifle against his body. A brief flash of recognition crossed Vilgax's face.

" _Tennyson!_ " Vilgax hissed at Max.

"Paws off my grandson, Vilgax!" said Max.

Max pulls the rifle's trigger, firing a concussive beam of blue energy that hits Vilgax squarely in the chest and blasts him out of the room through the metal wall in a fiery explosion. With Vilgax neutralized, Max drops the rifle and rushes over to Ben's side just as Lucky Girl; and Trixie hop out the Rust Bucket. Lucky Girl runs over to her family, but Trixie pauses for a moment, staring at the discarded rifle uneasily before joining them. Ben was staring at his grandfather wide-eyed while the elderly man inspected the containment brace around his arm.

"Grandpa, you know that guy?" Ben asked quietly, stunned with disbelief.

"It's a long story," Max answers quickly.

Before they could attempt to break the containment brace, a surge of electrical feedback ripped across the surface. At the same time, Trixie suddenly dropped to her knees holding her head in her hands with a pained grimaced. What happened…well, if they were being honest, Max and Lucky Girl didn't know what happened.

Without even touching the Omnitrix, Ben suddenly morphed into Fasttrack for a brief second before his body contorted into Diamondhead, and into Articguana. At the same time, Trixie's body began to shapeshift involuntarily, taking on the shape of Heatblast, Jetray, and Pesky Dust. Only her transformations were different than the partial sequence in the past – when Trixie transformed into Heatblast, both of her arms were covered in molten rock and her hair was a curtain of green flames. When she became Jetray, she had the wings under her arms along with glowing green eyes and sprouted a pair of horns out of her skull. And when she became Pesky Dust, her skin turned a shade of periwinkle blue, her hair stood up on end, and her eyes were pure green.

"What's wrong with them?" gasped Lucky Girl.

"The power surge must have affected the Omnitrix," said Max. "And since Trixie has a psychic link to it, the feedback must have affected her as well."

"But why are her transformation so different?" asked Lucky Girl.

"They surge must have forcefully evolved them," said Max thoughtfully, "like they did with that Kevin boy in New York."

"What do we do?" said Lucky Girl, panicking.

Thankfully, Arctiguana transformed into Rath and the hulked-out alien ripped his arm free from the containment brace before another transformation could occur. His pulled his arms and legs free from the energy bindings, then grabbed the main body of the device and tossed it at the wall, close to where Dr. Animo was hiding; the former scientists squeaked in fright. Trixie transformed into Diamondhead at that moment with both of her arms encased in crystal and her hair resembling a waterfall of diamonds. Thankfully, the transformations seemed to stop temporarily and was grateful to Lucky Girl for picking her up.

"You okay?" asked Lucky Girl in concern.

"That was almost as bad as Maxwell's cold remedy – almost," Trixie groaned.

Just then, Cetanu appears through the door, looking around at the destruction, and shouted, "What in the name of the Great Hunt is going on in here!"

"They're plotting to escape!" Dr. Animo cried from his hiding spot. "Quick, you must capture them before – "

Trixie – who had transformed into a half-version of Arctiguana – breathed a chilling mist over the mad doctor, who shrieked before he was flash frozen in a block of ice.

"You really need to uh…chill out," said Trixie, looking to Lucky Girl. "Did I get the banter part right?"

"It's getting there," said Lucky Girl supportively.

Cetanu roared furiously as she drew her duel wrist blades and charged at the Tennysons, slashing the air as she made her approached. Rath bellowed an equally powerful roar that shook the room and rushed headlong to meet the Yautja warrior halfway. Cetanu and Rath swung their arms around at the same time; the Yautja was aiming for his throat while the Appolexian was driving his fist into her mask. But just as they were about to connect, Rath suddenly morphed again and transformed into Ghostfreak, slipping through the Yautja warrior's body. Cetanu stumbled over her feet in surprise and ended up falling face first into the floor. The Yaujta growled frustratedly, slamming her fist in the floor.

Cetanu wheeled back up to her feet faced Ghostfreak, contemplating how she would go about attacking an alien with no physical form, when she felt a pair of tiny hands clawing over her mesh armor. The hunter snapped her head to her left shoulder and spotted a tiny Galvin clawing the strap of her breastplate; it was Trixie in full Galvin form.

"Oh, don't mind me," Galvin-Trixie squeaked. "Just thought I'd grab a little something."

And before Cetanu could squash her like a big, Trixie reached out for the Yaujta's mask and pulled the tube connected to rebreather. The tiny Galvin was blown away by the strong slow of air that escaped the tube, but transformed into a half-Pyronite again, falling flat on her stomach. Cetanu grasped her throat in a panic, taking deeper and slower breaths as she stumbled drunkenly around the room. She leaned against the cart with the torture devices that Animo had brought in, falling sideways and dragging the cart with her, throwing all the tools on the ground with a clatter.

With Vilgax defeated, Dr. Animo on ice, and Cetanu unconscious, that only left the Xenomorph. Cetanu's pet was gingerly rising to its feet, shaking its elongated head free of the dizziness from getting run over by the Rust Bucket, and searched the room again. The moment its unseen eyes spotted its master, the Xenomorph snarled in righteous anger and bounded across the room, flying directly towards Lucky Girl. But by a stroke of good luck (whether or not it was done by magic), Ben transformed again and became Buzzshock. The Nosedeenian zipped in front of Lucky Girl and blasted the Xenomorph with a supercharged bolt of electricity. The Xenomorph was thrown backwards with a panicked shiriek and was thrown out the hole the Rust Bucket created in the side of the ship, sending the alien pet plummeting back to Earth.

"I hope he knows how to land on his feet," Buzzshock cackled humorously.

Unfortunately, it was too early to celebrate. The Chimerian Hammer had taken a lot of damage from Max's stunt and was now noticeably falling, tilting its body sideways; the Tennysons stumbled but managed to keep their balance, but Cetanu and Dr. Animo slid across the room and against the wall with loud thuds. None of them noticed that large crack that formed in Dr. Animo's cube….

"We've got to get this ship under control," said Max, running over to the nearby console.

"He can fly a shape ship?" Buzzshock asked Lucky Girl astonishingly.

"At this point, nothing surprises me," said Lucky Girl in a dry tone.

At it turned out, Max did know how to fly a space ship – or at least knew who to read alien language enough to understand how to work a computer. But while his attention was solely focused on the console, he didn't notice a tall shadow with burning red eyes appearing through the hole in the wall; not until they grabbed Max by his shirt and tossed him onehanded across the room. Max landed hard on his back near the hole in the side of the ship, but stopped just short of falling out. Buzzshock and the others swiveled around as the looming threat appeared through the smoke – and Vilgax looked livid.

The tyrant crossed the room in a few short strides towards Max when Pyronite-Trixe launched herself at Vilgax, raising her molten arms over her head. Vilgax nonchalantly swatted her out of the air and knocked her into Buzzshock. He didn't seem to care about Ben or the Omnitrix in this moment; his eyes were focused solely on Max. As he stood over the retired plumber, Vilgax brought his metal foot down on top of the old man, which was big enough to cover his whole chest.

"Grandpa/Maxwell!" the children cried out.

"Your weapon won't help, Tennyson," Vilgax hissed at Max. "As you can see, I am much stronger than in our last encounter."

"Stay away from him!" Buzzshock screeched; his voice had become so high-pitched that Lucky Girl had to cover her ears.

The Nosedeenian charged at Vilgax, but there was no visible way that he could do any real damage with his small body. Luckily, just before he tackled into the squid-faced menace, Buzzshock unknowingly morphed in Rath again and the two of them fell through the hull breach.

"Ben!" shouted Max and Lucky Girl.

As she watched her beest friend fall, Trixie didn't even pause to think; she jumped out and dived after them. Luckily, Trixie unconsciously transformed again during midfall and activated the Aerophibian DNA. She closed her arms to dive fast until she reached Vilgax and Rath, grabbing the latter by his shoulders. Vilgax stared at the two of them before Rath let go and left the squid-faced villain to fall to the ground like a meteor. Trixie stretched out her wings and the two of them glided towards the Mount Rushmore monument, not realizing that they had been close by.

Just as Trixie dropped them off on the head of Theodore Roosevelt, Rath's body contorted and started changing shape, causing Trixie to lose her grip and drop him near the former president's nose. But fortunately, Ben's next transformation was Pesky Dust, which allowed him to fly back up to Trixie's level, waving at her in a playful way.

"You know, I usually give this alien a bad rep," said Pesky Dust, "but I think he's starting to become one of my favorites."

"Told you," said Trixie, grinning.

* * *

Meanwhile, the Chimerian Hammer was still falling out of orbit. Max and Lucky Girl were standing near the consule trying to find a way to get the ship back up, her the screen kept flashing red in alien text, which Lucky Girl could only assume was a bad thing.

"It's no use, the ship is too damaged," said Max. "We have to get out of here."

Max started running back to the Rust Bucket with Lucky Girl trailing behind, not at all happy to be going back inside the screaming metal deathtrap. But just as Max opened the door, he was struck in the back by a concussive beam of blue energy that instantly knocked him unconsciously, leaving him lying facedown on the stairs. Lucky girl gasped and spun around. Dr. Animo had broken free from his ice prison, dripping weapon and covered in ice shards, wielding the energy rifle that Max had brought onboard to fight Vilgax.

"You're not going anywhere!" he declared, and fired on Lucky Girl.

* * *

Pesky Dust and Aerophibian-Trixie glided up until they were standing on top of President Roosevelt's head.

"So any ideas on how we're supposed to fix this?" Pesky Dust asked Trixie, pointing to the Omnitrix emblem on his chest.

"I think the surge activated the randomizer sequence," said Trixie, leaning forward with a critical eye. "Maybe if I just – "

But before Trixie could fiddle with the Omnitrix, Pesky Dust noticed a large blur flying out of the forest below and flying in their direction. The object landed behind them and suddenly Vilgax stood over the shapeshifting duo in all of his imposing might. Trixie launched herself into the air swiftly and Pesky Dust tried following, but his current form wasn't fast to escape and Vilgax wrapped his metal fingers around the Nemuina's tiny chest.

"You are certainly an annoying little pest," said Vilgax. "But no longer…."

Vilgax stretched his hand out to take the Omnitrix when Trixie noticed her friend in trouble and swerved around into a dive. Just before she reached them, Trixie's body once again morphed against her will and suddenly vanished in a black-and-blue blur of motion. The blur passed over Vilgax's hand and the squid-faced tyrant suddenly realized her was clutching nothing but air. He leered furiously as he turned around to face a Citrakayah-Trixie – her hands and feet were covered in blue fur with a black fur eye mask over her face in addition to her black-and-blue dyed hair. She was clutching Pesky Dust under her arm, who looked ready to vomit.

"Maybe I can give you a run for your money," said Trixie. "Hey, my banter's getting better."

Trixie set Pesky Dust down as, quick as a flash, zipped away in the opposite direction.

"You cannot hide from me forever, child!" Vilgax declared. "I will have the Omnitrix with you as my slave!"

"That's never going to happen!"

Vilgax only glances over his shoulder for the briefest moment as a trail of dust kicks up around the other presidents' faces with Trixie zoomed along in front. With her running at a rate of five hundred miles per hour, there would be a lot of kinetic energy built up behind her, Trixie thought, enough for a megaton punch. The half-Citrakayah raced up to Vilgax's legs and threw both of her fists forward; the impact carved a deep scar in the top of the monuments that must have stretched over twenty feet. But when Trixie took a step back, she realized that not only were her hands throbbing painfully, but Vilgax hadn't even flinched from her punch.

"Ooh, I'm going to feel that tomorrow," Trixie groaned, falling to her knees.

"For you, there is no tomorrow," Vilgax declared menacingly.

The strange cylinders that had been in Vilgax's arms the whole time sudden injected themselves under his skin, expanding his muscles even more. The squid-faced conqueror raised both fists over his head and swung down over Trixie's head. Trixie only barely zooms out of the way in time as Vilgax's fists smashes the stone underneath, completely demolishing President Roosevelt's face off the side of the mountain. Even after the devastation he caused Vilgax still chases after Trixie, suddenly becoming fast enough that he can match her pace. He repeatedly swings his arms back and forth while Trixie only just manages to dodge in time.

"You can't escape me!" said Vilgax.

Trixie attacks to return her own punch after dodging hiss, but Vilgax's quick reaction time allowed him to avoid the strike and grab the girl by the arm. He spun her around a couple times to disorient her before throwing Trixie into an uprooted rock. Trixie moaned painfully as she fell forward and changed back into her human for before she even hit the ground; the randomizing effect must have worn off for her.

Vilgax marches over to his downed prey when he glanced to the side and raised his bulging arms to block a hailstorm of shards flying at him. Diamondhead charged ahead at the squid-faced menace shooting numerous silicon shards, yelling, "Get away from my friend!" Vilgax brushed the shards off and took a swing at Diamondhead; the Petrosapien ducked underneath the bulging bicep while transforming his hands into pointed blades. He stabbed at Vilgax's legs with both hands, only for the silicon to break off, leaving his with two stubs for hands.

"Aw man, I guess I should have seen that coming," Diamondhead grumbled as he regrew his hands.

Vilgax swiftly snatched the Petrosapien off the ground by his face and slammed him to the ground, making a deep crater in the top of Thomas Jefferson's head. Vilgax took his hand off Diamondhead – his silicon body presented with multiple cracks – and then brought down his other fist for a sharp punch to chest. Diamondhead covered his face in fear, not realizing that he was morphing when Vilgax's fist slammed the ground. When he realized he wasn't pounded into paste, he moved his hands away and realized he had transformed into Ghostfreak at the last second.

" _Yes!_ " Ghostfreak cheered in a ghostly whisper. " _Sometimes I love this watch!_ "

While Vilgax's hand was stuck in the rock, Ghostfreak took this chance to slip away, grabbed Trixie, and floated to safety. As soon as Vilgax freed himself, the enhancement technology wore off and his muscles retracted to their normal size, exhaling steam as it did. While the warlord considered chasing after the two, when he heard a deep rumbling in the sky and turned around, spotting the Chimerian Hammer as if flew over the mountain and began to descend into the forest below. Vilgax growled angrily – yet another thing that the wretched boy had taken from him. And just when he thought it couldn't possibly get worse, Vilgax saw the Rust Bucket smash through the back of his ship and land safely on the ground while the Chimerian Hammer was torn to pieces. The squid-faced warlord narrowed his eyes on the RV and flew across the forest in a single bound.

Vilgax landed in front of the Rust Bucket with an earthshaking thud and stampeded over to the RV with every intention of tearing it apart piece by piece. But the Rust Bucket's door flew open upon his approach and it wasn't Max or Lucky Girl that stepped out. It was Dr. Animo; his weak little body was struggling to drag the unconscious Cetanu to safety when a shadow was cast over him and he craned his head back to stare into the face of his master.

"My lord, thank goodness you are well," said Dr. Animo, sounding quite relieved. "I had almost feared you were – "

"I was _what_ , Animo?" Vilgax hissed dangerously.

"Uh, nothing, nothing, my lord, I had complete faith in you," Dr. Animo stuttered fearfully. "Um…I mean, you'll be happy to know that I have not only saved your precious daughter, but I also brought you a couple gifts."

The yellow-skinneed doctor gestured his head inside the Rust Bucket and Vilgax leaned down to peer through the door. There was a glint of delight in his eyes as he chuckled victoriously….

Meanwhile, Ghostfreak and Trixie had been hovering around the monument running from Vilgax when they had noticed the Chimerian Hammer crashing into the ground and started flying that way.

" _Oh man, I hope those two are all right_ ," whispered Ghostfreak.

"After all the crazy things I've seen Maxwell pull today, I have no doubt they are all right," said Trixie certainly.

But when they approached the Rust Bucket, they found the RV completely demolished. Three of the wheels had been snapped off, the windshield was busted open, the bumper had been torn off, and several panels had been ripped out of the sides. Ghostfreak gently set Trixie down on the ground and floated inside to investigate. The interior of the Rust Bucket looked just as bad as the outside – the whole place had been completely torn apart, and the toilet somehow found its way into the driver's seat.

"Grandpa? Gwen? Are you in here?" Ghostfreak called.

The Ectonurite started to look through the bedroom when he heard a frightened scream outside – it was Trixie!

Ghostfreak phased through the back of the Rust Bucket and his one eye went wide with a terrified gasp. Vilgax stood with one foot pressing down on Max's back while he was holding Trixie in the air by her head; the green-haired girl kicked and flailed, but his grip was too strong. Next time him, Dr. Animo was holding Lucky Girl with an energy knife at her throat, her lucky charm tossed on the ground. Whether it was because of the randomizer or because he willed it, Ghostfreak unconsciously transformed into Rath and unleashed a furious roar that made Dr. Animo's hair stand on end. Vilgax was unimpressed.

"Let me tell you something, Vilgax!" Rath snarled. "If you hurt them, Rath will – "

"You will do nothing if you wish to keep them alive!" Vilgax declared firmly. He squeezed his hand to emphasize his point, causing Trixie to cry out as his metal fingers closed around her skull. Rath snarled like a dangerous predator and clenched his fists, but did not move. "It's your choice, boy. You or them."

Rath's first thought was to ignore Vilgax's threat and tear the squid alien's head off, but Ben's common sense somehow overwrote the Appoplexian's hardwired instincts and bowed his head in surrender. Vilgax takes his foot off Max, but holds on to Trixie in case Ben intended to double-cross him. The Appoplexian was still bowed with Vilgax approached and did not resist when he manually deactivated the Omnitrix, returning Ben to his human form.

"How noble," Vilgax hissed mockingly. "I won't deny that you have been a challenge, Ben Tennyson, but it is over."

"I'll go quietly," said Ben in a defeated voice. "Just let my family go."

"Tennyson and his spawn are free to go," said Vilgax, then he held Trixie into view. "But the girl stays with me."

"What? That wasn't the deal!" shouted Ben.

"The deal is what I choose it to be!" said Vilgax. "I have no use for Tennyson, but this girl is an invaluable asset. I will pry the secrets of the Omnitrix out of her, even if it kills her."

"I'm warning you," said Ben, baring his teeth. "If you hurt her, I will end you."

"With what?" Vilgax questioned tauntingly. "You have thrown every alien at your disposal and you could do nothing to harm me."

"Not every alien," said Ben, his expression turning serious. Ben activated the Omnitrix – Vilgax didn't even try to stop him, believing he was already victorious. Ben scrolled through the wheel until he found the one alien he had yet to use, the one alien Trixie begged him not to use. "I'm sorry, Trix, but I can't keep my promise anymore."

"No…Ben…don't…," Trixie pleaded desperately.

But her words fell on deaf ears as Ben, letting out a deep, shaky breath, slapped down on the watch.

There was another brilliant flash of green light as there always was, but there was something different about it this time – it was even brighter than normal; one could claim that it can even be seen from space. When light finally diminished and the new alien was revealed, it was Vilgax's turn to look terrified. He unconciuously dropped Trixie on the ground and took several steps back, his expression filled with terror.

The new alien was a tall humanoid whose entire was solid black except for the white outline around it, splattered with tiny stars. The Omnitrix symbol was branded on its chest with soldi green eyes and three curved horns protruding from its forehead. The strange new alien hovered a foot off the ground, staring deeply at Vilgax, who had fallen back beside Dr. Animo, who looked disturbed to see his master so frightened.

"No…it's can't be…," Vilgax gasped. " _A Celestialsapien!_ "

" _ **SECONDED!"**_ the alien declared, which sounded like three voices in one. " _ **ENEMY STOPPING MOTION CARRIED!**_ "

The starry alien raised his right hand, palm up, and suddenly generated a wide beam of blue energy completely out of nowhere. The beam expanded to an unbelievable size in less than a second, cover the entire forest faster than anyone could blink. Max, Lucky Girl, Trixie, and the surrounding forest were unaffected by the beam – in fact, all their injuries seemed to instantly heal up. But the wreckage of the Chimerian Hammer behind them disintegrated piece by piece until the only proof of existence was the hole it had made upon landing. Cetanu was next to be torn apart and cast in the wild, followed by Dr. Animo, who pleaded for his master's aid before he too vanished.

Vilgax was the last to be affected by the alien's power. Though he put up a valiant struggle and even managed to hold himself together for a few seconds, he was easily over power and began to fade away from the feet up. As the disintergrating effect rose past his chest, the warlord leered at the alien and cried out:

" _TENNYSOOOOOOOOOON!_ "

And then he was gone. Vilgax had been defeated in an instant.

Max and Gwen stared at the spot where the warlord had vanished, mouths open in awe, then turned back to Alien X. The star-patterned alien had dropped his arm and resumed floating off the ground, unmoving.

"Wow, not bad for a doofus," said Lucky Girl, elbowing Alien X playfully. "You should consider using this alien all the time." She stared up at Aline X, expecting some kind of joke or pun, but her cousin was surprisingly silent. She waved her hand in front of the alien's face and said, "Hey, Ben, are you listening to me?"

"He can't hear you," Trixie said in a low, anguished tone.

"What do you mean?" Max asked, concerned. "What's wrong with him?"

"The Celestialsapien is the most powerful being in the universe, able to bend reality to its whim," Trixie explained, trudging over and staring up at Alien X. "But it comes at a terrible price. Inside the Celestialsapiens are two opposing forces that have arguing with each other for all of eternity. The Celestialsapien can only use its power when both sides agree on something. That typically means the Celestialsapiens spend centuries without even moving. And now Benjamin inside there with them, locked in the middle of their personal war."

"What're you saying?" said Gwen, fear starting to bubble up in her stomach.

"I mean…there's a very likely possibility…that Benjamin is never coming back to us."

* * *

 **Okay, after a lot of procrastinating, I finally got around to writing the first part of the season finale. A lot of people were wondering why Ben initially only had nine aliens in the original set (not counting Buzzshock, who came later) and it turns out to be Alien X. Yep, taking a plotline from AF and bringing it back to the original. I feel this would teach Ben a great lesson early on about the dangers of his own power. And before you ask, the bad guys weren't killed off – Ben doesn't have it in him to kill people – they were merely sent somewhere far away and won't be seen for a long time.**

 **And in the next chapter, we beginning a secondary plot that will carry throughout the entire series, finally culminating to an epic revelation in the series finale. So don't miss it!**

 **Next chapter: Secrets, Part 2 – Forever**


End file.
